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EXHIBIT 99(B)
INTERNET MULTIMEDIA CORPORATION
0000 XXXXX XXXXXX XXXXXX
XXXXX 0000
XXXXXX XXXX XXXXXX XXX 00000
February 23, 2000
SMC Xxxxxxxxxx.xxx Corporation
000 Xxxx Xxxxxxxx
Xxxxx 000 Xxxxxxxxx, X.X.
V5Z 4C2
Dear Sirs:
Re: Acquisition
Letter of Agreement
We provide this letter (the "Letter of Agreement") to confirm our agreement to
enter into a formal share exchange agreement (the "Exchange Agreement") within
10 days of the date of this Letter of Agreement which will provide the terms
pursuant to which Internet Multimedia Corporation ("IIMC") will acquire all of
the issued shares of SMC Xxxxxxxxxx.xxx Corporation ("SMC"), a non-reporting
British Columbia corporation. SMC is an online music/advertising company
specializing in the promotion and distribution of quality music using state of
the art audio compression technology, the most widely known being MP3; as well a
targeted advertising arm for market protection penetration of the world wide web
(the "Property").
This Letter of Agreement is intended to constitute an agreement; which will be
legally binding upon the parties, pending the execution of a more formal
agreement incorporating in greater detail; these terms and conditions, and
including, in addition, such further representations and warranties as are
customary in agreement of that nature, as well as such other terms and
conditions as counsel for the parties may determine are necessary or advisable
to ensure that the Exchange Agreement reflects our mutual intentions.
1. This Letter of Agreement and our agreement to enter into the
Exchange Agreement is based upon the following representations
and warranties made by SMC:
a) The property is legally and beneficially owned by SMC
and an independent valuation will be provided by SMC
regarding the valuation of the Property;
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b) SMC is in good standing in accordance with all
applicable laws and regulations, and all taxes,
charges and assessment of any kind whatsoever
required to keep the Property in good standing have
been paid or filed, as the case may be;
c) SMC has good and sufficient right and authority to
enter into this Letter of Agreement on its own behalf
and to carry out its obligations hereunder;
d) As consideration for the acquisition, the
shareholders of SMC will receive such number of
shares of IIMC as determined by the valuation of the
Property, which shares will be subject to the
provisions of Section 4 (1) of the Securities Act of
1933 and rule 144 promulgated thereunder.
e) As further consideration, SMC will receive US$
200,000 which will be used as working capital for the
further development and exploitation of the Property;
f) Xxxxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxx
Xxxxxx will be elected to the Board of Directors of
IIMC;
g) IIMC will bear the cost arising in connection with
the preparation of the said agreement and obtaining
of applicable regulatory approvals, if any.
2. The parties further agree that:
a) Any notice, demand, payment or other communication
(collectively the "Correspondence") to be given
hereunder will be in writing and will be delivered to
the address or fax number of the party appearing
herein;
b) They will do all such things and execute all such
written material as may be required to carry out the
full intent and meaning of this Letter of Agreement;
c) This Letter of Agreement will accrue to the benefit
of and be binding upon the parties hereto and their
respective heirs, executors, administrators,
successors and permitted assigns.
The parties have agreed to the issuance of such number of share of IIMC that
equals 5% of the total number of shares of IIMC issued for the valuations of the
Property as consideration to X. Xxxxxx for the successful negotiation and
conclusion of the acquisition.
The parties covenant and agree with each other that if one party is referenced
in a news release or other public disclosure of the other party, that other
party will give the party referenced written notice of the proposed disclosure
and will not publish such disclosure without the referenced party written
consent, such consent to not be unreasonably withheld.
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Please sign and return to us a copy of this Letter of Agreement to indicate your
agreement to the terms set forth within.
Yours truly,
INTERNET MULTIMEDIA CORPORATION
Per:
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Authorized Signatory
AGREED UPON, UNDERSTOOD AND ACCEPTED:
SMC XXXXXXXXXX.XXX CORPORATION
Per:
--------------------------
Authorized Signatory
--------------------------
Authorized Signatory
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Authorized Signatory
