LETTER OF INTENT
This Letter of Intent (Letter) between Thermaltec International, Corp. (TTI),
with its principal place of business at 00X Xxxxx Xxxxxx, Xxxx Xxxxxxx, Xxx Xxxx
00000 and High Velocity Technology (HVT) with its principal place of business at
Lebanon, New Hampshire is intended to confirm the parties' recent discussion
with the proposed exchange of shares between TTI and HVT.
TTI and HVT intend to take the following actions:
TTI intends:
o Selling price to be paid for the issued and outstanding shares of HVT
will be affected by the issuance of 150,000 shares of TTI stock and the
providing of all working capital.
o On closing $50,000 cash will be paid to Xxx Xxxxxxxxx. 120 days after
closing an additional $50,000 will be paid.
o TTI will provide necessary expansion and operating capital in stages as
needed.
o There will be a stock option plan for HVT employees in compliance with
any TTI stock option plan set up.
o HVT will be spun off as an IPO when conditions are conducive to do so.
o Xxx Xxxxxxxxx may sell at his choice, the Steam Generation Corporation
to TTI for not more than 50,000 shares.
HVT intends:
o HVT will be merged into TTI. Xxx Xxxxxxxxx will be CEO of the HVT
Division.
o All decisions that affect the HVT side of the business will be made by
Xxx Xxxxxxxxx.
LETTER OF INTENT
This Letter of Intent (Letter) between Thermaltec International, Corp. (TTI),
with its principal place of business at 00X Xxxxx Xxxxxx, Xxxx Xxxxxxx, Xxx Xxxx
00000 and Viaplex Communications, Inc. (VCI), with its principal place of
business at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 is intended to confirm the
parties' recent discussion with the proposed exchange of shares between TTI and
VCI.
TTI and VCI intend to take the following actions:
TTI intends:
o Selling price to be paid for the issued and outstanding shares of VCI
will be affected by the issuance of 80,000 shares of TTI stock and the
providing of all working capital.
o There will be a performance incentive to issue an additional 20,000
shares of stock for every additional $1,000,000 in revenue.
o TTI will provide necessary expansion and operating capital in stages as
needed.
o There will be a stock option plan for Viaplex employees in compliance
with any TTI stock option plan set up.
o The Viaplex Division will be spun off as an IPO when conditions are
conducive to do so.
VCI intends:
o VCI will be merged into TTI. Xxx Xxxxxxx will be CEO of the Viaplex
Division.
o All decisions that affect the Viaplex side of the business will be made
by Xxx Xxxxxxx.
o The Viaplex Division will remain intact and all parties will work
toward expanding the Viaplex operation.
/s/ Xxxxxx X. Xxxxxxx /s/ Xxx Xxxxxxx
----------------------------------- ----------------------------
Xxxxxx X. Xxxxxxx Xxx Xxxxxxx
For Thermaltec International, Corp. Viaplex Communications, Inc.
Date: 2/4/00 Date: 2/4/00
o The HVT Division will remain intact and all parties will work toward
expanding the HVT operation.
o Subject to traditional due diligence
/s/ Xxxxxx X. Xxxxxxx /s/ Xxx Xxxxxxxxx
----------------------------------- ----------------------------
Xxxxxx X. Xxxxxxx Xxx Xxxxxxxxx
For Thermaltec International, Corp. High Velocity Technology
Date: 2/3/2000 Date: Feb. 3/2000
Edge Management, Inc./TTI
NEXT STEPS
AM Fund raising by AM 2/15
FV/TK Get a copy of QB 1999 data 2/7
TK Need analysis of: cash requirements 2/14
Operations Insurance & Bonds
0-50 MM
50-100 MM
100-150 MM
DM Set up model for systems consultants to spec. out operating system. 2/14
(Internet side plus internals)
AM Review IT system with Xxxx Xxxxxxxxx. 2/29
AM/DM Meet with Xxxx Xxxxxx to review investment of fund. 2/15
CA/TK Investigates "head tax state" question relative NY. 2/10
Legend
AM Andy
FV Xxxxx
XX Xxx Xxxxx
DM Xxxx
CA Xxxxxxx Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
/s/ X. Xxxxxx
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The Spirit of the Agreement
1. Selling Price $3,200,000 to be paid for issued and outstanding Edge
Management, Inc. stock. This will be effected by the issuance of 400,000
shares of Thermaltec stock currently valued at approximately $3,200,000,
and the providing of approximately $2,000,000 in working capital during the
next months. The parties agree that actual value paid to Edge constitutes
approximately 12.5% effective February 1, 2000, of the total cumulative
current value of Thermaltec stock issued at the time of the consummation of
this transaction.
2. Thermaltec and Edge Management, Inc. will be merged and will trade under
the name of Edge Xxxxxxxxxx.xxx, or some abbreviated from of that name.
3. The new entity will be comprised of two or more primary divisions, Edge
Management, Thermal Coating, and possibly another. Xxxx will be the
Chairman of the Board of the new entity. As chairman, he will have
responsibility for IT, Financial Management and Fund raising, Xxxxx will be
the CEO of the PEO Division. The Thermal Coating activities will be managed
by Xxx Xx Xxxxxxx. The parties agree that for a period of one year there
will be no acquisitions outside the PEO or thermal coating industries,
without the unanimous consent of the initial directors or their respective
assignees.
4. The initial Board of Directors will consist of Xxxxxx Xxxxxx, Chairman,
Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx, and possibly Xxxxxx
Xx Xxxxxxx. Each member of the Board shall appoint a designee to function
in his absence or incapacity. The parties agree that Xxxxx X. Xxxxxx will
be appointed to serve for a period of 5 years as a member of the Board of
Directors. Xxxxx X. Xxxxxx will take necessary steps to create a
testamentary instrument will convey his seat on the Board of Directors for
the remainder of his initial term, in the event of his demise prior to the
conclusion of his term. This appointment may be made in the alternative,
however, the Board must be advised of the individuals appointed so
designated.
5. All decisions that affect the PEO side of the business will be made with
the concurrence of the initial Board and any other individuals that may
become significant shareholders.
6. The PEO side of the new company will remain in tact and all parties will
work toward expanding the PEO operations with a goal of reaching 100,000
employees.
7. This agreement contemplates the re-acquisition of the Edge stock
transferred to Concordia and the Hedge fund and repayment of the note
payable to Concordia.
8. Xxxxx X. Xxxxxx acknowledges that he is currently in possession of 85% of
the issued and outstanding, Edge Stock. He further acknowledges that a
portion of the said stock is to be distributed to Xxxxx Xxxxxxx and Xxx
Xxxxxxxxx at some time in the future.
9. All parties agree that a stock option incentive plan for PEO employees and
staff, based upon performance, will be implemented. The plan will result in
an increase in the
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umber of shares issued, however, the shares will be issued in favor of the
individuals who are performing at the highest levels and graduated on
performance.
/s/ Xxxxxx X. Xxxxxxx
/s/ X. Xxxxxx
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