EXHIBIT 10.2
DEAL OUTLINE
THIS DEAL OUTLINE, dated effective as of December 9, 1999, sets forth the
main terms upon which TSET, Inc., a Nevada corporation ("TSET"), will acquire
100% of the issued and outstanding capital stock of Atomic Soccer USA, Ltd., a
Wisconsin corporation ("Atomic Soccer"). TSET and Atomic Soccer intend to enter
into agreements relating to such acquisition as soon as practicable after the
date hereof, based upon the terms described herein, which shall set forth the
definitive rights, obligations, undertakings, and liabilities of the parties.
NOW, THEREFORE, TSET and Atomic Soccer agree to the following main terms:
X. XXXX to acquire 100% of Atomic Soccer in exchange for 1,000,000 TSET
"investment" shares, to be allocated pro rata as requested by Atomic Soccer's
current stockholders, subject to any finder's/broker's fees payable by Atomic
Soccer.
X. XXXX to designate at least one director to Atomic Soccer's board of
directors; day-to-day management and operations to remain in the hands of
current executive management.
C. Atomic Soccer's maquiladora manufacturing facility in Ensenada, Mexico
(Atomic S.A. de C. V.) to be acquired by Atomic Soccer in the near future.
D. Following the proposed acquisition, Atomic Soccer to conduct its
business as heretofore conducted, with management and employees to diligently
seek at all times to advance the interests, value, and expansion of the business
enterprise, and protection of its trademarks, tradenames, and other valuable
rights. Atomic Soccer's primary focus will be to further develop and expand the
U.S. market for its products; international development to be considered in the
future, once U.S. market development has been deemed sufficiently developed to
warrant such expansion.
X. XXXX to assist and support Atomic Soccer's capital-raising efforts, with
Atomic Soccer projecting operational funding needs of up to $1,000,000 over the
next 12 months, to be described in more detail by Atomic Soccer's management in
a written "use of proceeds" and pursuant to approved budgets. If necessary, TSET
to use its own shares to raise such capital. TSET does not assume or obligate
itself with respect to Atomic Soccer's indebtedness, operating expenses, or
other financial liabilities including, without limitation, those financial
obligations owed to Xxxxx Xxxxxxxx and Xxxx Xxx.
X. XXXX understands that Atomic Soccer currently has outstanding a $500,000
revolving line of credit, and that the guaranty thereof provided by Xxxxx
Xxxxxxxx must be replaced on or before June 30, 1999. TSET to act to retire, or
renew such line of credit with replacement guaranties, on or before June 30,
2000.
X. XXXX and Atomic Soccer to consider a spin-off of Atomic Soccer into its
own public vehicle at a mutually agreed time in the future (not earlier than
12-18 months following the proposed acquisition) with TSET or its designees to
retain an appropriate ownership interest.
X. XXXX and Atomic Soccer to issue a press release upon signing this Deal
Outline, indicating their agreement to the main terms set forth herein.
