Exhibit 10.1
PAY88, INC.
0000 XXXXX XXXXXXXXX XXXX
XXXXXXXXX, XXX XXXXXXXXX 00000
June 8th, 2006
Xxxxx Xxxx QianBao Technology Limited Libility Company
Xx.00 , 0xx Xxxxxx Xxxxxxx , Xxxxxxxx Xxxxxxxx, Xxxxx Xxxx , 400020 China
Re: Letter of Intent
Gentlemen:
This Letter of Intent (this "Agreement") shall set forth our mutual
agreement regarding a transaction (the "Transaction") whereby Pay88, Inc. or a
wholly-owned subsidiary (the "Buyer") shall acquire certain assets (including
intellectual property) from Xxxxx Xxxx QianBao Technology Limited Liability
Company (the "Seller"), including without limitation, approximately $300,000 in
cash, certain real estate holdings, its online payment platform system,
software, domain name and its customer base. In consideration for the assets
purchased, the Buyer shall issue preferred stock to the Seller, with certain
preferences and conversion rights to be negotiated between the parties. The
assets shall be delivered to the Buyer free and clear of any liens and
encumbrances.
The closing of the transactions contemplated by this Agreement is subject
to the completion of the due diligence investigation of both parties, the filing
of the certificate of designation creating the preferred stock to be issued to
the Seller, execution and delivery of documentation appropriate for the
Transaction in form and substance mutually acceptable to both parties, consents
from the respective boards of directors of both companies and any third parties
and the delivery of audited financial statements of the Seller in conformity
with the rules and regulations of the Securities and Exchange Commission.
Subject to the foregoing, it is the intent of the parties that definitive
documentation with respect to the Transaction be executed and delivered and the
Closing occur on or before October 31, 2006. The parties shall use their best
efforts to achieve same.
In consideration of the above, the Seller agrees that it shall not,
directly or indirectly, solicit, negotiate and/or accept any offer to acquire
any of the Seller's assets or securities until the execution and delivery of
definitive agreements with respect to the Transaction.
Except as required by applicable law, neither party shall disclose nor
permit its officers, representatives, agents or employees to discuss the
existence or terms of this Agreement to any third party without the prior
written consent of the other party.
The Seller shall enable the officers, independent certified public
accountants, counsel, bankers and other representatives of the Buyer access to
its properties, books, records, personnel, business and other commercial
relationships, and will fully cooperate in order that the Buyer may have full
opportunity to make such investigation as it reasonably desires to make of the
Seller and its business.
If the foregoing accurately sets forth our agreement, please execute where
indicated below and return a fully executed copy of this Agreement to our
attention, whereupon this Agreement shall become a valid and binding agreement
between us.
PAY88, INC.
By: /s/ Guo Fan
-----------
Guo Fan
CEO
AGREED AND ACCEPTED:
CHONGQING QIANBAO TECHNOLOGY LIMITED LIABILITY CO.
By: /s/ Tao Fan
-----------
Name: Tao Fan
Title: Board Chairman
