Letter of Intent to Merge Companies
This letter of intent is signed this 1st day of October, 1998
by and between Medisys Technologies, Inc., a publicly traded
company duly incorporated under the laws of the State of Utah and
doing business in the State of Louisiana and New Jersey, and
Xxxxxxxx Pharmatec Labs, Inc., a private and closely held
corporation, duly incorporated under the laws of the State of
Florida wherein it conducts its principal business operations.
The purpose of this letter is to express the intention of the
above parties to conclude an agreement of merger and/or acquisition
whereby Xxxxxxxx Pharmatec will become a division of and be owned
and operated under the name and public umbrella of Medisys
Technologies, subject to the following mutually agreed upon terms
and conditions which are subject to future modification based on
the continuing due diligence of the respective parties:
Medisys will obtain a financing of between $3million and $5million dollars.
The companies will be equally valued for the purposes of this transaction.
The funds will be divided in equal shares between the two divisions of the
Company, which are contemplated to be "the medical products division" and the
"contract manufacturing division".
Each division of the Company will have the same number of representatives
on the Board of Directors which is contemplated to consist of at least 9
members, including 3 from each division of the Company and 3 fully
independent directors.
Each division of the Company will maintain its own independent management
team, with oversight by the Board of Directors.
Medisys and Pharmatec will each bear their own costs of the
merger/acquisition.
All corporate debt will be converted to equity at financing under the same
terms and conditions of the financing
All terms are contingent on funding within 90 days of this agreement.
By:_____________________________ By:________________________________
Xxxxx X. Xxxxxxxx, President Xxxxx X. Xxxx, President/COO
For: Xxxxxxxx Pharmatec Labs, Inc. For: Medisys Technologies, Inc.
