EXHIBIT 10.1
ENFORCEABLE LETTER OF INTENT
FOR THE SALE AND PURCHASE OF STOCK
This Enforceable Letter of Intent is entered into on this 2nd day of November,
2000 by and between VPN COMMUNICATIONS (SELLER), and Xx. Xxxx X. Xxxxxxx
(BUYER).
It is understood that this is an enforceable letter of intent with respect to
the purchase by Buyer of 1,500 shares of XXXXXX.XXX Corporation, a Nevada
corporation, which shares are owned by SELLER.
CONSIDERATION
As consideration for the purchase of said 1,500 shares, BUYER shall execute this
Enforceable Letter of Intent, and deliver to SELLER the sum of one dollar
($1.00), and acceptance of liabilities and obligations as set forth in this
letter of intent as attachments, holding Seller harmless and indemnifying
against such liabilities and obligations. It is expressly understood that the
Hold Harmless/Indemnity provision of this letter constitutes part of the
material consideration for this transaction and constitutes a condition
subsequent. Upon receipt of consideration, SELLER shall transfer to BUYER said
1,500 shares of XXXXXX.XXX Corporation.
TIME IS OF THE ESSENCE
It is agreed that the terms of this letter of intent shall be fully complied
with and that all consideration shall be exchanged no later than close of
business November 2, 2000.
LIABILITIES
BUYER, as an officer of XXXXXX.XXX Corporation, has had full opportunity and
accessibility to determine and review all of the outstanding liabilities,
obligations, and potential claims that are or may be asserted against XXXXXX.XXX
Corporation, and acknowledges that SELLER has specifically informed him of
certain liabilities of XXXXXX.XXX, including but not limited to unpaid payroll
taxes, equipment and space leases, and payroll obligations, which are set forth
in the September 30, 2000 draft financial statements (attached hereto as Exhibit
1). Buyer has reviewed these financial statements and expressly accepts that all
of the outstanding liabilities, obligations and potential claims listed in
Exhibit 2 (attached hereto) are obligations and liabilities he will assume as
part of this agreement. Such obligations and liabilities shall not exceed those
liabilities set forth in Exhibit 2, accept to the extent that the government
determines that additional penalty and interest on the payroll taxes (both
federal and state of California) exceed the amount set forth in said statement,
and to the further extent that VPN Communications Corporation is unable to
assign the leases on the server, computer equipment and furniture, which leases
were entered into on behalf of XXXXXX.XXX Corporation by e-Net Xxxxxxxxx.Xxx
Corporation, the obligation payable to Copper Mountain Networks, Inc., and to
the further extent any contracts or obligations entered into by Xx. Xxxxxxx
subsequent to September 30, 2000, which contracts or obligations have not been
disclosed in writing to SELLER, and BUYER acknowledges he has made a full
investigation of XXXXXX.XXX Corporation which has included, among other things,
liabilities, the status of business of XXXXXX.XXX Corporation and its cash
position, accounts receivable, and accepts the above described stock inclusive
thereof.
BUYER understands and acknowledges that BUYER shall have no claim against VPN
Communications Corporation, for any alleged liability of XXXXXX.XXX Corporation
regardless of any claim of nondisclosure by either SELLER or VPN Communications
Corporation.
HOLD HARMLESS
Upon execution of this Enforceable Letter of Intent, BUYER agrees to release any
and all claims against SELLER, VPN Communications Corporation, and e-Net
Xxxxxxxxx.Xxx Corporation, and all of their employees, agents, directors and
officers, and indemnifies and holds said parties harmless from any and all
liability, claim, debt or other obligation whether accrued or unaccrued of
XXXXXX.XXX Corporation, including but not limited to, all liabilities and
obligations as set forth in the audited financial statements of September 30,
2000. Such release will be effective upon execution of the " MUTUAL RELEASE OF
ALL CLAIMS" (attached hereto as Exhibit 3).
This performance of buyer called for herein, including any covenants to hold
harmless or making of any required payments shall be secured by a security
interest granted hereby by buyer in and to all unencumbered shares of VPN
Communications Corporation and E-Net Xxxxxxxxx.Xxx Corporation standing in
Buyers name as of the date of the execution hereof. Upon execution of this
agreement such shares shall be held in escrow with the law offices of Xxxxx X
Xxxxxxx until all liabilities and obligations are satisfied.
RESIGNATION AS DIRECTORS AND OFFICERS
BUYER hereby agrees upon the execution of this agreement to sign a letter of
resignation as an officer and director of VPN Communication Corporation.
FORMAL AGREEMENT
The parties hereto understand and acknowledge that a more formal agreement for
the sale and purchase of stock shall be completed and executed by and between
the parties hereto which agreement shall incorporate all of the terms set forth
in this Enforceable Letter of Intent. The parties agree to cooperate with each
other in the execution and completion of this formal stock purchase agreement.
Until such time as said formal agreement is finalized and executed, the terms of
this letter of intent are fully enforceable to the fullest extent by law.
ATTORNEY'S FEES
If any action is brought to enforce or interpret the terms of this Enforceable
Letter of Intent, the prevailing party shall be entitled to all costs and legal
fees allowable by law.
VPN Communications Corporation
BY: /S/ E. G. Marchi
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Seller Date 11/6/00
/S/ Xxxx X. Xxxxxxx
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Xxxx X Xxxxxxx-Buyer Date 11/6/00
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XXXXXX.XXX Corporation
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Liabilities
As of September 30, 2000
Per Adjusted
Exhibit I Adjustments Balances
Current Liabilities
Accounts Payable-Trade 278,798.62 45,934.69 324,733.31
Other Current Liabilities
Accrued expenses 20,725.00 20,725.00
Deferred Payroll Expense (8,335.17) (8,335.17)
Accrued Salaries 106,413.14 106,413.14
Accrued Vacation Payable 10,699.70 10,699.70
Interest Payable 21,315.23 (15,318.74) 5,996.49
ST Loan-MAI 122,013.82 (122,013.82) 0.00
ST Loan-PFS 4,019.73 (4,019.73) 0.00
ST Loan-GFT 57,500.00 (57,500.00) 0.00
ST Loan-Xxx Xxxxxx 10,150.00 10,150.00
Note Payable-DIS 100,000.00 100,000.00
Note Payable-ENFC 38,138.06 (38,138.06) 0.00
Lease Payable-JDR Capital 13,326.14 5,368.18 18,694.32
Income Tax Liability 1,600.00 1,600.00
FWT (ee) 17,516.00 17,516.00
FICA (ee) 8,364.13 8,364.13
FICA (er) 8,364.13 8,364.13
FUTA (er) 298.91 298.91
SWT (ee) 5,078.38 5,078.38
SDI (ee) 765.37 765.37
SUI/ETT (er) 1,307.86 1,307.86
Penalty & Interest-P/R Taxes 0.00 4,947.97 4,947.97
Interco-VCC 652,060.71 (326,030.36) 326,030.36
Total Other Current Liabilities 1,191,321.14 (552,704.56) 638,616.59
Total Current Liabilities 1,470,119.76 (506,769.87) 963,349.90
Long Term Liabilities
LT Lease Payable-JDR Capital 13,188.74 83.63 13,272.37
Total Long Term Liabilities 13,188.74 83.63 13,272.37
Total Liabilities 1,483,308.50 (506,686.24) 976,622.27
Additions to Accounts Payable-Trade is as follows:
Rhythms 24,912.69
Copper Mountain 15,822.00
Exodus 5,200.00
45,934.69 not previously recorded
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