FEDERAL SECURITY PROTECTION SERVICES, INC.
April 25, 2002
Xx. Xxxx X. X'Xxxx
Chairman and Chief Executive Officer
Iris Broadband, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Dear Xxxx:
This letter sets forth the intent of Federal Security Protection Services,
Inc. ("FSPS"), to negotiate, execute, and consummate a tax-free stock
exchange acquisition agreement ("the Acquisition Agreement") pursuant to
which Iris Broadband, Inc. ("Iris Broadband") shall become a wholly-owned
subsidiary of FSPS in a transaction whereby the stockholders of Iris
Broadband shall receive shares of the $.001 par value Preferred Series A
stock of FSPS ("FSPS Stock").
Except as provided in paragraph K below, this letter constitutes a statement
of intent of the undersigned and is given for the purpose of initiating
contract negotiations among the parties. This letter is not meant to set
forth, nor shall it be construed to set forth as an attempt to define all of
the terms and conditions of the transactions involved, and is not an offer
capable of acceptance.
A. Pre-acquisition Activities. FSPS intends to engage Iris Broadband as
soon as possible on a professional services basis to begin to develop and
refine the business plan of FSPS in order to become engaged in the security
business as described at the Annual Meeting of Shareholders on March 12, 2002.
Iris Broadband is placing significant emphasis on Internet and Virtual Private
Network security. The products and services developed by Iris Broadband for
its domestic and international data networks and for other private and public
networks will be incorporated into FSPS once the Acquisition Agreement is
completed.
B. Acquisition Consideration. The Acquisition Agreement contemplated herein
shall provide for total consideration for the acquisition, subject to due
diligence and to adjustments and prorations (as provided in the Acquisition
Agreement) as follows:
FSPS Stock and Options. In consideration of the merger of Iris Broadband
into FSPS, FSPS shall issue FSPS Series A Preferred stock to the shareholders
of Iris Broadband at closing in exchange for all outstanding stock of Iris
Broadband, as follows, subject to due diligence satisfactory to FSPS and Iris
Broadband and to adjustments and prorations provided for in the Acquisition
Agreement:
Shareholder Preferred Shares*
Xxxx X. X'Xxxx 60,750
Xxxxxxx X. Xxxxxxx 46,250
Xxxxxx X. Xxxxxxxx 5,000
Xxxxxxx X. Xxxxxxxx 3,000
Xxxxxxxxxxx X. Xxxxxxxxxx 500
Xxxx X. Xxxxxxx 500
Xxxxxxxx X. Xxxxxx 3,000
Xxxxxx X. Xxxxxx 1,000
Total 120,000
* Converted at 1 preferred share to 100 common shares
Piggyback registration rights will be offered to these shareholders.
C. Schedule for Transaction. The Acquisition Agreement shall be executed not
later than May 31, 2002. The closing date (the "Closing Date") shall be
subsequent to the execution of the Acquisition Agreement, and shall be the
consummation of the transactions contemplated by the Acquisition Agreement.
The Closing Date shall be five (5) days after all conditions to closing have
been satisfied, but not more than twenty (20) days after execution by all
parties of the Acquisition Agreement, unless extended by mutual written
agreement of the parties to the Acquisition Agreement. Counsel to FSPS shall
begin within five (5) days after receipt of a counterpart of this letter,
signed by Xxxx X. X'Xxxx, to draft the Acquisition
Agreement.
D. Contingencies. The transactions contemplated herein are contingent upon:
1. Conclusion, satisfactory to FSPS and Iris Broadband, of FSPS's and Iris
Broadband's due diligence prior to and after execution of the Acquisition
Agreement. Each party shall be furnished, and may examine, properties,
permits, licenses, titles, and books and records of the other party. Each
party shall be entitled to review all of the books and records of the other
party, which shall include records of accounts receivable, contracts,
operating manuals, policies and procedures, vendor names and addresses,
customer names, addresses and telephone numbers, records of customer
purchases, equipment and maintenance records, liability and health insurance
policies, payroll records, commission records, employment records, records
of any employee benefit plans maintained by the other party, licenses, and
communications between other party and any insurer or regulatory agency having
jurisdiction over activities conducted by the other party. Further, each
party may conduct interviews of the other party's counsel, auditors, employees
and other persons whom each party shall specifically identify to the other
party with respect to matters relating to the other party and its assets and
liabilities. Each party will provide the other party with copies of all of
the documents pertaining to the party as the other party may reasonably
request, and each party and its representatives shall cooperate with and
provide access to the other party's personnel and its representatives in order
to facilitate the other party's investigations.
2. FSPS's compliance with and obtaining of all licenses and permits necessary
for operation of the business of Iris Broadband from and after the Closing
Date.
3. Entry of FSPS with Xxxx X. X'Xxxx and Xxxxxxx X. Xxxxxxx into employment
agreements on terms acceptable to them.
E. Absence of Litigation. Each party represents that there is not pending any
action, suit, proceeding, inquiry, or investigation, at law or in equity
before or by any court, public board, or regulatory agency against or
affecting the party or the operation of its business as now conducted (nor,
to the knowledge and belief of the party, are there any bases therefore).
F. Business Conducted in Ordinary Course. Prior to the Closing, Iris
Broadband will conduct its business in the ordinary course, and will keep and
maintain its assets and insurance policies insuring the assets, intact, and
at least in the same condition as they are now, normal wear and tear excepted.
Iris Broadband shall maintain its beneficial relationships with customers,
employees and suppliers and shall advise FSPS of any material changes of which
it becomes aware in the prospects for continuing orders by any customer or to
any supplier.
G. Other Matters. The Acquisition Agreement shall contain such other
representations, warranties, covenants, agreements, and conditions that are
acceptable to the parties and customary in acquisitive transactions of this
nature.
H. No Brokers. The parties each represent and warrant to the other that no
brokers' commissions or fees shall be incurred in connection with this
transaction.
I. Expenses. Each party shall pay its own expenses in connection with the
execution and performance of this letter of intent. Each party shall bear the
costs of its own professional fees.
J. Confidentiality. The parties understand that in the course of the due
diligence process, they shall exchange confidential information concerning
their respective businesses, and that the information of each exchanged in the
course of due diligence shall be subject to the terms and provisions of that
certain Confidentiality Agreement dated April 15, 2002 entered into between
Iris Broadband and FSPS, the provisions of which are incorporated by this
reference.
K. Non-Binding Effect. This letter is not intended to constitute a binding
and enforceable agreement (except for the provisions of Paragraphs I and J and
the provisions of this paragraph, which are fully binding upon the parties
hereto). This letter is not based on any agreement among the parties and,
except as expressly provided to the contrary, is not intended to impose any
obligations whatsoever upon any party. The parties do not intend to be bound
by any agreement until the execution of the Acquisition Agreement, and no
party may reasonably rely upon any promises, oral or otherwise, inconsistent
with this paragraph.
By this letter of intent, we have set forth and outlined the terms on which
FSPS wishes to proceed to acquire Iris Broadband. Also set forth are the
expectations of FSPS and the obligations of Iris Broadband after the signing
of this letter of intent. If you are in agreement with these matters, please
sign in the space provided, and return the original of this letter of intent
to FSPS, retaining a copy for yourself.
Sincerely yours,
Federal Security Protection Services, Inc.
By: /s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx, Chief Executive Officer, President and Director
By: /s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx, Secretary and Director
AGREED AND ACCEPTED AS OF April 25th, 2002.
Iris Broadband, Inc.
By: /s/ Xxxx X. X'Xxxx
Xxxx X. X'Xxxx, Chairman and Chief Executive Officer
