EXHIBIT 99.6
December 11, 2002
Xxxxx Xxxxx Xxxx
First American Family Financial Services Corporation, Inc.
0000 X. Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Re: Letter of Intent to First American Family Financial Services Corporation,
Inc., as Amended
Dear Xx. Xxxx:
This Letter of Intent ("Letter") is for the purpose of setting forth
our mutual understanding and agreement in principle pursuant to which
First American Family Financial Services Corporation, Inc., a privately held
California entity in formation ("FAFFS"), will merge with and into WSN
Group, Inc., a Nevada corporation ("WSNG"). WSNG and FAFFS are sometimes
hereinafter referred to singularly as "Company" and together as the
("Companies"), or a subsidiary of WSNG.
1. FAFFS MERGER. Upon the consummation of the merger of FAFFS
with and into WSNG or a subsidiary of WSNG upon the terms described
in this Letter (the "Merger"), WSNG will issue in the aggregate
1,000,000 shares of restricted common stock for each issued and
outstanding share of the common stock of FAFFS. The foregoing
assumes that the number of Affinity issued and outstanding shares of
common stock, will be approximately 1,000,000 shares upon
consummation of the date of the Merger. The Companies agree that the
Merger is intended to be a tax-free reorganization for federal income
tax purposes.
2. OTHER TRANSACTIONS. The definitive agreements described in
paragraph 5 of this Letter shall provide for the occurrence of the
following contingencies, upon the consummation of the Merger:
(a) WSNG shall use its best efforts to acquire United
Recovery, Inc. in a share-for-share exchange;
(b) WSNG shall use its best efforts to acquire the
assets of Cash Asset Management, Inc. ("CAMI"), Xxxxxxxx Asset
Management, Inc.("HAMI") and Money Asset Management, Inc. ("MAMI")
through a series of asset purchase agreements in exchange for
restricted common stock of WSNG.
3. CLOSING CONDITIONS. The consummation of the Merger and related
transactions contemplated hereby by each of the Companies shall be
subject to the fulfillment of customary conditions, including the
following conditions precedent:
(a) the acknowledgement of adverse interests and
conflicts of Xxxx X. Xxx & Associates, APC and execution of a waiver
thereof.
(b) the negotiation and execution of a merger agreement and
other definitive agreements with respect to the transactions
contemplated hereby including receipt of a fairness opinion in
connection with HAMI, CAMI and MAMI asset acquisitions;
(c) the formal approval of the Board of Directors;
(d) receipt of all required third-party, regulatory and
governmental approvals, if any;
(g) the completion by each of the Companies of its due diligence
investigation concerning the other Company, and;
(h) FAFFS shall identify and engage the services of
Charterbridge Financial Group, Inc. ("IR firm") and the IR firm shall
draft a press release regarding this transaction and shall be
instructed to use its best efforts to issue a press release every two
weeks for a period of three months on the Company's behalf.
4. CLOSING. It is anticipated that the consummation of the WSNG - FAFFS
transaction contemplated herein will occur on or before December 15, 2002, or
such other date as the parties may agree ("Closing Date").
5. DEFINITIVE AGREEMENTS. The definitive agreements with respect to
the transactions contemplated hereby will contain mutually agreeable
representations and warranties, mutually agreeable provisions for
indemnification and other appropriate and customary terms and conditions.
6. CONFIDENTIALITY. Except to the extent that information with
respect to either Company provided by it, or discovered by the other
Company, is in the public domain without breach of any obligation of
confidentiality, such information concerning each Company is
hereinafter referred to as "Confidential Information." Prior to the
consummation of the Merger, neither Company shall disclose
Confidential Information of the other, except on a confidential
basis, to its respective employees, accountants, attorneys and other
professional advisors or as otherwise expressly provided herein,
without the prior written consent of the other Company. If at any
time either Company is requested or required (by oral questions,
interrogatories, requests for information or documents, subpoenas or
similar legal process) to disclose any Confidential
Information of the other Company, it (to the extent reasonably
practical) shall promptly notify the Company so that such Company may
seek an appropriate protective order and/or waive compliance with the
provisions hereof. If, in the absence of a protective order or the
receipt of a waiver hereunder, in the reasonable opinion of counsel
for either Company, such Company is compelled to disclose
Confidential Information of the other Company to any tribunal or any
governmental agency, it may disclose such information to such
tribunal or agency without liability hereunder.
7. EXPENSES. Except as may be otherwise provided in the definitive
agreement, the Companies shall each pay their respective expenses
(including fees and expenses of legal counsel) in connection with the
transactions contemplated hereby.
8. EXCLUSIVITY. Unless this Agreement has been terminated, during the
period ending 60 days following the date of this Letter, the Board of
Directors and officers of FAFFS agree that they will not solicit
proposals or provide any information to any third party for the
purpose of sale, tender offer or merger with any entity except WSNG.
Each such officer or director agrees that he will vote his capital
stock in favor of the Merger, and will not seek to exercise any
appraisal or dissenters rights with respect to the Merger. Should any
officer or director sell or otherwise dispose of any capital stock
during this period, he will retain legal proxy rights to such shares
and will vote such shares in favor of the Merger.
9. PUBLIC DISCLOSURE. Subject to any applicable requirements of law,
neither of the Companies shall make any public disclosure concerning
the subject matter hereof or the transactions contemplated hereby
without the prior written consent of the other. The parties agree to
prepare a mutually acceptable press release or releases with respect
to the transactions contemplated hereby, which will be released by
the Companies on or about the date of the execution of this Letter.
10. PREPARATION. Each of the Companies agrees to provide the other
Company and its advisors full access to its books, records and
premises in order to enable them to complete their "due diligence"
with respect to the Merger and related transactions. Subject to
Section 11, each of the Companies agrees to negotiate in good faith
and cooperate with the other party in connection with the preparation
of definitive agreements, to use its commercially reasonable efforts
to complete such preparation and execute and deliver definitive
agreements prior to December 15, 2002 and to close the transactions
contemplated hereby as expeditiously as possible thereafter; provided
that, if the Companies conclude prior to December 15, 2002 that it is
impractical for them to consummate the Merger, subject to Section 11,
each of the Companies agrees to negotiate in good faith and cooperate
with the other party in connection with the preparation of definitive
documents concerning another business combination intended to
achieve, as nearly as practicable, similar economic results for the
Companies as the Merger, if any such business combination is
practicable, to use commercially reasonable efforts to execute and
deliver definitive agreements with respect thereto prior to December
15, 2002 and to close the transactions contemplated hereby as soon as
practicable thereafter. The parties further agree to cooperate in
connection with the preparation of any required governmental or
regulatory filings.
11. TERMINATION; RECISSION. The obligations of the Companies under
this Letter may be terminated (a) by mutual agreement of the
Companies; (b) by either Company if the definitive agreements have
not been executed on or prior to December 15, 2002; or (c) prior
thereto, if the other Company is no longer negotiating in good faith
as provided in Section 10 or if the Board of Directors of such
Company determines in the good faith exercise of its fiduciary duties
that such termination is in the best interests of such Company. In
the event either of the Companies decides to terminate this
Agreement, it shall, to the extent reasonably practical, endeavor to
inform the other Company of the reasons for such decision, to provide
the other Company ten days' prior written notice of its intention to
terminate and to afford the other party an opportunity during such
ten-business day period to address the reasons for such termination.
If the other transactions contemplated herein are not completed, the
stock purchase agreement shall be rescinded and each party hereto
shall be its original position.
12. NATURE OF AGREEMENT. The Companies acknowledge that this Letter
is a statement of their mutual intention only, and unless definitive
agreements are executed and delivered by the Companies, there are no
legally binding agreements between the Companies with respect to the
transactions contemplated hereby. Notwithstanding the foregoing, the
provisions of paragraphs 6, 7, 8, 9, 10 and 11 hereof shall
constitute binding legal agreements, shall be enforceable against the
parties in accordance with their respective terms and shall survive
any termination of the transactions contemplated hereby.
13. GOVERNING LAW. This Letter shall be governed by, and construed in
accordance with, the laws of the State of California applicably to
contracts made and wholly to be performed within such state.
If you are in agreement with the terms and conditions of this Letter,
please sign and date the enclosed duplicate of this Letter in the
space provided below and return it to the undersigned.
Very truly yours,
WORLD SHOPPING NETWORK GROUP, INC
/s/ Xxxx Xxxxx
Xxxx Xxxxx
President/CEO
Accepted and agreed as of the ______ day of ___________________, 2002:
FIRST AMERICAN FAMILY FINANCIAL SERVICES CORPORATION, INC.
By:/s/ Xxxxx Xxxxx Xxxx
Print Name: Xxxxx Xxxxx Xxxx
Title: Chairman
