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EXHIBIT 6.11
This letter of Intent is made the 30th day of January 2000, between
Delta Capital Technologies Inc.
Xxxxx X-000
0000 Xxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Xxxxxx (herein after "Delta")
and
Matridigm Corporation
Xxxxx 000
00xx Xxx XX
Xxxxxxx, XX X0X 0X0
Xxxxxx (herein after "Matridigm")
and shall outline the basic terms of an agreement to be executed at a later
date.
Terms:
1. Delta is a public company trading on the OTC Electronic Bulletin Board
and its focus is the e-Business industry;
2. The parties agree that a formal agreement clarifying the terms of this
letter of intent will be drafted and that the parties shall complete
the agreement prior to March 31, 2000;
3. Delta shall acquire all the shares from the shareholders of Matridigm;
4. Delta shall issue 500,000 shares ("the Delta shares") in exchange for
all the shares of Matridigm;
5. Delta shall pay to Matridigm $100,000 cash within 30 days of closing;
6. Delta shall appoint Xxxxxxx Xxxxxx of Matridigm to its Board of
Directors;
7. Delta shall put in place not later than April 1, 2000 a Stock Option
Plan whereby the Company is authorized to issue annually up to five per
cent (5%) of the total number of common shares issued and outstanding
as of December 31, of the proceeding year. These options shall be
available to directors, employees and consultants as scheduled in the
completed agreement;
8. Delta shall enter into employment contracts with its key employees, to
include key Delta and Matridigm employees prior to the close of this
transaction;
9. Delta currently plans to maintain Matridigm as a wholly subsidiary but
it reserves the right to amalgamate at a future date;
10. Matridigm has provided Delta with financial and other documentation for
Delta's due diligence;
11. It is understood by the parties that prior to Delta completing the
agreement, it shall require Board of Directors approval.
The parties agree to these general terms and further agree to negotiate in good
faith a mutually satisfactory final contract using this document as its basis.
/S/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Delta Capital Technologies Inc.
/S/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Matridigm Corporation
