LETTER OF INTENT
September 24, 2002
Xx. Xxxxxxx X. Xxxxxxxx
Xx. Xxxxxxxx Xxxxx
c/o Woodlands S.A. Financial Services, Inc.
0000 X.X. Xxxx 000
Xxxxx 000
Xxx Xxxxxxx, XX 00000
Dear Messrs. Xxxxxxxx and Xxxxx:
This letter evidences our mutual understanding, in principle,
whereby The Prestige Xxxxx.Xxx, Inc., a Nevada corporation
("Prestige"), will acquire, from each of you, as the sole holders
thereof (the "Sellers"), all of the issued and outstanding
capital stock (the "Woodlands Shares") of Woodlands S.A.
Financial Services, Inc., a Texas corporation ("Woodlands"), on
the terms outlined herein (the "Share Exchange").
1. The Parties. Prestige shall be the purchaser of the
Woodlands Shares. Each of you, as the record and beneficial
owners of an aggregate of 2,000 shares of common stock of
Woodlands, which represents all of the Woodlands Shares, shall be
the Sellers.
2. The Nature of the Transaction. Prestige will acquire the
Woodlands Shares from the Sellers. In consideration of the sale
of the Woodlands Shares by the Sellers to Prestige, Prestige will
issue and deliver to the Sellers that number of shares of common
stock of Prestige as the parties shall mutually determine (the
"Prestige Shares"). We shall use our respective best efforts
promptly to value the Woodlands Shares and the Prestige Shares in
a manner and utilizing methods standard for transactions of this
nature and magnitude. All of the Prestige Shares, when issued,
shall be validly issued, duly paid, non-assessable, and free and
clear of any liens and/or encumbrances. The Prestige Shares
shall be issued in a private transaction pursuant to Section 4(2)
of the Securities Act of 1933, as amended, and shall be subject
to the restrictions on transfer as set forth in Rule 144 as
promulgated by the Securities and Exchange Commission.
3. Other Provisions. As a result of the proposed Share
Exchange, Woodlands will become a wholly-owned subsidiary of
Prestige. Prestige also currently intends and expects that, as
of the date on which Woodlands becomes a wholly-owned subsidiary
of Prestige, the present management of Woodlands would be serving
in their present positions and, therefore, would be eligible for
participation in any benefit and/or stock option plans or
programs offered to similarly-ranked officers of any other
subsidiaries of Prestige.
4. Due Diligence. Closing of the proposed Share Exchange is
contingent upon completion by Prestige, or its designated
representatives, of its due diligence investigation, the results
of which must be satisfactory to Prestige's board of directors,
in their sole and absolute discretion. Said due diligence
investigation shall include, but not be limited to, a review of
the financial statements, books, and corporate records of
Woodlands. In addition, prior to the closing of the proposed
Share Exchange, the Sellers shall be afforded the opportunity to
obtain such information about Prestige as he may deem relevant to
making the decision to exchange all of the Woodlands Shares for
Prestige Shares.
5. Miscellaneous. This letter is an expression of our mutual
intent and is not a binding contract. We each contemplate that
the proposed Share Exchange will be concluded pursuant to the
terms and provisions of a definitive agreement to be negotiated
by the parties, which will be signed by Prestige and the Sellers.
In this regard, we contemplate that we will each make the usual
and customary representations and warranties concerning the
business and financial condition of Woodlands and Prestige,
respectively, as may be appropriate in a transaction of this
nature and magnitude. The consummation of the proposed Share
Exchange shall also be subject to receipt of any necessary (a)
approvals by the board of directors and shareholders of Prestige
and/or Woodlands, (b) consents of third parties, and (c)
governmental approvals. If the foregoing is acceptable, in
principle, please sign a copy of this letter in the space
provided below and return the same to us.
Very truly yours,
THE PRESTIGE XXXXX.XXX, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
ACCEPTED AND AGREED TO
As of this 24th day of September, 2002:
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxxx Xxxxx
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Xxxxxxxx Xxxxx
