EXHIBIT 10
LETTER OF INTENT
Between the parties, Mortgage Professionals Lead Source Inc,
a Utah corporation of 000 Xxxx Xxxxx Xxx, Xxxxx, Xxxx, 00000
(hereinafter "MPLS"), and Neuro Bioscience Inc, a Delaware
Corporation of 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX,
00000 (hereinafter "NBI"), dated 26th September 2002.
1 This letter is not a legally binding agreement, but
serves as a general outline for the terms and conditions of
a Share Exchange Agreement which the parties intend to enter
into.
2 The parties will enter into a Share Exchange Agreement
where MPLS will agree to acquire 100% of the restricted
outstanding capital shares of NBI. It is both parties
intention that the Share Exchange Agreement will close on
October 11, 2002.
3 MPLS will issue 9,000,000 restricted common shares to
the shareholders of NBI under an exemption claim without
registration rights.
4 Consultants of MPLS will receive 450,000 shares of S-8
registration stock subject to leak out terms to be agreed
to.
5 Concurrent with closing of the Share Exchange
Agreement, NBI will have in place a credit facility with SCO
Capital and Jano Holdings for a minimum of $1,000,000.
6 Upon closing MPLS will change its name to Neuro
Bioscience Inc. and agree to appointment of a slate of
directors by NBI.
7 Within 7 days of closing NBI will enter into a
fundraising program to raise a minimum of $5 million and a
maximum of $10 million, to be carried out by Axcel Capital
Partners, and or SCO Financial Group. The Minimum share
price for this raise will be $1 per share. The anticipated
closing of the financing will be 60 days from closing of the
share purchase agreement subject to market conditions. In
the event the minimum to be raised is not completed in the
60 day period the consultants and founders of MPLS will
receive a warrant equal to 5% of the then current
outstanding shares with a strike price of 75% of the
trailing 30 day avg bid price and 2 board seats.
8 NBI will move to create all audits required by US
securities law as soon as possible and MPLS will retain
counsel to draft the definitive merger agreement to be
executed as soon as further due diligence by both parties
has been performed, which due diligence is not expected to
take more than 14 days.
9 NBI represents that it owns not less than 5
developmental pharmaceutical drugs which it will retain and
preserve within NBI subject to the closing of the
contemplated Share Exchange between the parties. Both
parties further agree not to enter into any disposition of
assets, other than in the ordinary course of business,
acquisitions, mergers or like transactions unless this
Letter of Intent is terminated in writing by either party.
10 This Letter of Intent may be executed in one or more
counterparts each of which shall be deemed an original and
together constitute one document. The delivery by facsimile
of an executed counterpart of this letter of intent shall be
deemed to be an original and shall have the full force and
effect of an original copy.
IN WITNESS WHEREOF the parties hereto have executed and
delivered this Letter of Intent as of the date of first
written above.
/s/ Xxxxxxx Xxxxxxx
____________________________________
Xxxxxxx Xxxxxxx, President Mortgage Professionals
Lead Source Inc
/s/ Xxx Xxxx
____________________________________
Xxx Xxxx, Director Neuro Bioscience Inc
