Exhibit 10-47
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January 13, 2000
Xxxxxxxx Xxxxxx
000 Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Via Fax: 000-000-0000
Dear Xx. Xxxxxx:
This letter agreement ("Letter Agreement") is intended to set forth the terms
upon which Infinity Ventures, net, a New York Corporation or his assigns
("Investor") will purchase restricted shares of the common stock ("Common
Stock") of Carnegie International Corporation, Inc., a Colorado corporation
(`the Company") as follows:
1. Sale of Restricted Shares: The Company will sell, transfer and
convey to the Investor Two Million (2,000,000) shares ("Shares") of the Common
Stock of the Company, which Shares shall be newly issued shares of Common Stock
subject to the provisions of Rule 144 of the Securities Act of 1933, in
consideration of a purchase price of Thirty-Five cents ($0.35) per share, or an
aggregate purchase price of Seven Hundred Thousand Dollars ($700,000.00) (the
"Purchase Price").
2. Payment of Purchase Price: The Investor shall pay to the Company,
the Purchase Price in the following manner:
(a) At Closing (as that term is hereinafter defined), the
Investor shall pay to the Company the sum of Two Hundred Fifty Thousand Dollars
($250,000.00); and
(b) At Closing, The Investor shall execute and deliver to the
Company a promissory note which provides for the payment by the Investor to the
Company of three (3) installments of One Hundred fifty Thousand Dollars
($150,000.00) each, which installments shall be due and payable on the dates
which occur sixty (60), one hundred twenty (120) and one hundred eighty (180)
days, respectively, following Closing.
3. Registration Rights. The Company shall use its best efforts to
effect a registration of the Shares, by filing a long form registration
statement or, if eligible, a short form registration statement with the
Securities and Exchange Commission, within one hundred twenty (120) days
following the date hereof. In the event that registration has not occurred
within one hundred twenty days from the date hereof the Company will provide
shares equivalent to a 1% increase in the common shares purchased for each week
a registration statement is deemed not declared effective.
4. If the Common Stock of the Company is not trading on a nationally
recognized exchange or on the over-the-counter market, then the Investor shall
have the option to acquire, at the election of the Investor all of the issued
and outstanding capital stock or all of the assets of RomNet, Inc. for the
additional consideration of Two Hundred Fifty Thousand Dollars ($250,000.00)
less the liabilities of Romnet through the closing date. The option set forth
herein may be exercised by the Investor commencing on the date which occurs nine
(9) months from Closing and ending on the date which occurs one (1) year from
Closing and must be exercised in a writing from the Investor to the Company. The
Company agrees to a non compete of two years in the event the option to
purchaser is exercised. Romnet will grant a security interest in all of its
assets and the Company will grant a security interest in all of the outstanding
shares of Romnet.
5. Yield Protection. If the Investor has exercised reasonable care and
sold shares in an orderly manner that has not adversely affected the market
price that results in an aggregate amount received by him as proceeds that does
not reflect the minimum gain of Two Million Dollars the Company will provide
warrants as exercise price of $.001 per share to affect a cure or conversely pay
the difference in the aggregate amount not earned. The Company will require, and
the Investor will provide, the trading records to support the event if
appropriate.
6. Closing. The closing of the purchase and sale of the shares
("Closing") shall take place on or before January 26, 2000.
7. Breach. In the event there shall be a breach of this Letter
Agreement and either party shall institute an action against the other; the
parties hereby agree that the prevailing party's reasonable attorney fees and
expenses shall be paid by the non-prevailing party.
8. Governing Law. This Letter Agreement will be construed, enforced,
and interpreted in accordance with the Laws of the State of New York.
9. Professional Fees. Each party to the transaction contemplated by
this Letter Agreement shall be responsible for professional fees, including but
not limited to, attorneys and accountant fees, which they incur.
10. No Finders. It is understood that there are no brokers or finders
acting on behalf of either the Company or the Investor in connection with the
transactions contemplated by this Letter Agreement and no fees to any broker or
finder shall be paid by either the Company or the Investor in connection
herewith. The parties hereto indemnify the other against all claims for
brokerage commissions in connection with the transactions contemplated hereby
and to hold the other party harmless from any loss resulting from any claim or
claims from brokerage commissions claimed through the other party.
11. Confidentiality. The parties agree to use their best efforts to
protect the confidentiality of the transactions contemplated hereby and their
negotiations with respect thereto. The parties hereby agree not to disclose the
transactions contemplated hereby and their negotiations with respect thereto to
any third party, excepting their lawyers, accountants, and agents retained by
them in connection with this transaction. The parties agree that the Investor
may propose to others that they may participate in this investment through him.
The Investor may provide the content of the transaction to potential interested
parties for that express purpose. The Company will propose the filing of form 8K
in a form that can be agreed by both parties. The Company agrees to promptly
send copies of all filing and correspondence between the Company and the SEC to
the Investor.
12. Legal Effect. This Letter Agreement is a binding Letter Agreement
and shall constitute an obligation and commitment of both parties to consummate
the transaction set forth herein, and all of the parties hereto shall have a
legal obligation with respect to such transactions. No consent by any third
party is required for the Company to enter into this agreement.
13. Counterparts Facsimile Signatures: This Letter Agreement may be
executed in counterparts, each of which shall constitute an original but all of
which were taken together shall constitute but one agreement, and shall become
effective when copies hereof which, when taken together, bear the signatures of
each of the parties hereto shall be delivered to each of the Company and the
Investor. A facsimile signature of any party of this Letter Agreement shall be
valid and effective and binding upon the signatory party. The Governing Law is
the Laws of the State of New York.
14. The Company agrees that the proceeds of agreement will be used by
the Company to pay such corporate expenses it has determined as by the Board of
Directors and for working capital.
15. Romnet will be operated in the same manner it is currently with no
extraordinary agreements undertaken without the consent of the Investor.
16. Each party is responsible for its own legal fees in connection
with this Agreement.
17. The Company shall make every effort to be current in all filings.
Sincerely,
/s/
E. Xxxxx Xxxxx
Chairman of the Board
The terms of the foregoing Letter Agreement are hereby accepted as of this
___day of January 2000
By: Investor -- /s/ Xxxxxxxx Xxxxxx
