1
ACQUISITION AGREEMENT
INTERNATIONAL MERCANTILE CORPORATION
XXXXXXXX XXXXXXXXXX
XX XXX 000
XXXXX, XX 00000
OXFORD INTERNATIONAL
XXX XXXX
0000 XXX XXXXXXXXXX XX
XXXXXXXX, XX 00000
September 28, 1998
The purpose of this letter is to set forth some of the basic terms and
conditions of the purchase by the undersigned (the "Buyer") of certain ASSETS
owned by you (the "Seller"). The terms set forth in this Letter will be binding
as outlined in this "Purchase Agreement" negotiated and signed by the parties.
1. DESCRIPTION OF PROPERTY. The Assets being sold are located and XXXX XX
XXXXXXX XXXXX , XXXXXXXXX, Xxxxxxxx.
THE SECURITIES SUBJECT TO 144 TRADING RESTRICTIONS:
Restrictions: ACCM 1,000,000 RESTRICTED COMMON, DCHT 500,000 RESTRICTED COMMON,
LUBR 500,000 RESTRICTED COMMON.
2. PRICE. The proposed purchase price is $3,000,000.00, paid in the IMTL'S
Preferred stock upon acceptance of this binding Purchase Agreement.
3. POSSESSION. Possession would be given on September 21, 1998, or sooner by
mutual agreement.
4. STANDARD PROVISIONS. The Purchase Agreement include the standard provisions
that are customary to the locality and/or that are required by law.
5. BINDING. This Letter is intended to contractually bind the parties, and is an
expression of the basic terms satisfactory to each party and to each party's
legal counsel, in their sole discretion. The above Letter reflects our mutual
understanding
Very truly yours,
BUYER:
INTERNATIONAL MERCANTILE CORPORATION
/s/ XXXXXXXX XXXXXXXXXX
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BY: XXXXXXXX XXXXXXXXXX
SELLER:
OXFORD INTERNATIONAL
/s/ XXXX XXXXXXX DATE: 9/29/98
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BY: XXXX XXXXXXX
