July 25, 1997
Palco, Inc.
Att. Xxx Xxxxxxxx
0000 Xxxxxxx Xxxxxx Xx.
Ft. Lauderdale, Fl. 33309
Dear Xx. Xxxxxxxx
This "Letter of Intent" is for Olympus Ventures, Inc. (OVIS), to enter into a
contract for the Acquisition of Palco, Inc. (Hardcore Sports Wear, Inc.).
XXXX has agreed to:
1. Purchase Palco, Inc. for the amount of $750,000.
2. Pay to Palco, Inc., the amount of $25,000 in cash and issue a one year note
for $725,000 convertible to OVIS common stock at $1.00 per share; i.e.,
issue 725,000 shares if valued at $1.00 or greater. If at the end of the
Twelfth month the OVIS stock value is less than $1.00, OVIS will give an
additional $50.000 in cash and the balance of $675,000 will be issued in
OVIS common stock at the current market value.
3. In the event that the OVIS common stock is less than $1.00 at the end of
one year, the difference will either be paid in cash or additional shares,
at the company's option to the holder of the note.
4. Xxx Xxxxxxxx shall receive an employment contract for four years (with a
gross salary of $104,000). An executive stock option plan will be given in
a separate stock option contract.
5. Xxx Xxxxxxxx will receive a monthly car allowance which will include (Loan
Payment/Lease Payment and Insurance.)
6. Xxx Xxxxxxxx will have a seat on the OVIS Board of Directors.
7. Xxx Xxxxxxxx will receive a 2-1/2% sales commission which will be based on
the gross sales of Palco, Inc. Gross profit margin must maintain 35% or
Higher.
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8. Xxx Xxxxxxxx will remain as President of Palco, Inc., and /or Hardcore
Sports Wear ,Inc., and report directly to Xxxx X. Xxxxxx
9. Supply all necessary inventory for expansion.
10. Make funds available for advertising and promotion as needed.
It is also OVIS' understanding that Palco, Inc. (Hardcore Sports Wear, Inc.)
Agrees to;
1. Furnish two years of audited financial. Cost of audit to be shared equally
by both parties.
2. Furnish an inventory/equipment list sign off by outside appraiser.
3. Furnish a list of all trademarks which have been issued or are in process
of issuance, said items will remain with Palco, Inc.
4. Supply a list of all current retail outlets and current inventories.
5. Provide a computer access to accounts receivables, accounts payables,
inventory and work in progress
6. Provide proof of the following;
a. Corporation in good standing
b. All state and federal payroll taxes are current
c. All sales taxes are current
d. All occupational licenses are current
e. Rent status
7. Provide all corporate documents on Palco, Inc., and/or all other holdings.
8. Provide copies of all insurance policies.
9. Provide a list of co-ownership equipment.
10. Xxx Xxxxxxxx will not be in competition with XXXX as long as employed by
XXXX or until three years after he has resigned from the company, providing
that it is his choice of resigning.
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If both parties agree and accept the principles listed above, then a contract
shall be constructed and provided to Palco, Inc. Within 60 days of the signing
of this "Letter of Intent" by XXXX.
Regards
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
C.E.O.
Accepted by: Xxx Xxxxxxxx
/s/ Xxx Xxxxxxxx
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Olympus Ventures, Inc. 0000 Xxxxx Xxxxx Xxxx. Fort Lauderdale, FL 33308
000 000-0000 Fax 000 000-0000
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