LETTER AGREEMENT
BETWEEN
UNITED CAPITAL GROUP, LTD.,
AND
FIRST CAPITAL INTERNATIONAL, INC.
This Letter Agreement, hereinafter referred to as tile "Agreement", is made by
and between UNITED CAPITAL GROUP, LTD., a Corporation duly chartered under the
laws of Gibraltar, hereinafter referred to as "UCG", and FIRST CAPITAL
INTERNATIONAL, INC., a Corporation duly chartered under the laws of the State of
Delaware, USA, hereinafter referred to as "FCI". UCG and FCI are collectively
referred to in this Agreement as the "Parties".
The Parties to this Agreement through discussions and negotiations have agreed
to the following terms and conditions:
I. The Parties do hereby expressly agree that FCI will receive a Credit Line,
from UCG, of an amount up to and not to exceed Three Hundred Thousand
($300,000.OOUSD) Dollars, hereinafter referred to as the "Credit Line".
II. Both Parties do hereby expressly agree that the above referenced Credit
Line will be extended for the payment of any and all debts owed by the
predecessor company of FCI, known as Ranger, USA, hereinafter referred to
as "Ranger".
III. Both Parties do hereby expressly agree that the above referenced Credit
Line will further be utilized for the payment of the following, as well:
all Consulting work performed by outside Consultants, all expenses related
to the business developments in the Countries/Republics of Moldova,
Lithuania, Estonia and Russia, to pay for all required personnel salaries
and certain expenses/charges and to pay for all telephone, Internet related
charges, travel, entertainment and professional fees. The Parties agree
that the above referenced listing of charges and expenses are not to be
considered all inclusive; certain other expenses and charges could arise
which would be paid from this Credit Line, as well.
IV. Both Parties do hereby expressly agree the UCG has paid some of the
following expenses, during the time frame of 01 June 1998 through 01
September 1998, related to the evaluation of Ranger, as well as, some of
the legal expenses related to the FCI acquisition and new business
development related to future business for FCI. The Parties do expressly
agree that any of these amounts expended during this time frame should be
made an integral part and covered by the Credit Line Letter Agreement.
LETTER AGREEMENT
BETWEEN
UNITED CAPITAL GROUP, LTD.,
AND
FIRST CAPITAL INTERNATIONAL, INC.
Page 2
V. Both Parties do hereby expressly agree that the Expense calculations as
incorporated and attached herein for all purposes as Exhibit "A", are true,
accurate and correctly calculated and further should be made an integral
part of this Agreement.
VI. Both Parties do hereby expressly agree that the Credit Line could be
extended through any Credit facilities and/or by direct payments to be made
for the above-referenced services, charges and/or expenses by EuroCapital
Group (IOM) or ECL Trading Co., Inc., (Houston, Texas).
VII. Both Parties do hereby expressly agree that FCI will reimburse UCG by 01
February 1999, all amount of the extended credit by that time with a lump
sum payment including 8% interest, per annum; however, interest will be
calculated only from the date that the respective amounts of credit are
billed.
VIII.Both Parties do hereby expressly agree that in the event that repayment is
not made to UCG by FCI, then FCI will cause to be issued shares of it's
Restricted Common Stock in an amount adequate to cover any and all amounts
extended to FCI by UCG under the Credit Line; such shares of FCI stock will
be issued at a per share price of $0.025 cents. Additionally, both Parties
expressly agree that FCI will cause these requisite shares certificates to
be issued on a timely basis to allow this debt under the Credit Line to be
fully converted into the Restricted Common shares of stock, as
above-referenced.
IX. Both Parties do hereby expressly agree that in the event FCI will continue
to utilize the remaining Credit Line available balance and/or credit
facilities, those respective funds drawn on after 01 February 1999 shall be
paid back to UCG no later than 01 May 1999 or be converted into Restricted
shares of Common stock of FCI based upon the per share price of $0.05
cents. In the event of the utilization of this new agreed to shares
conversion, FCI does hereby agree to immediately cause the requisite amount
of shares, to equal the new outstanding balance borrowed by FCI, of its
Restricted Common stock to be issued to UCG without any unreasonable
delays.
X. Both Parties do hereby expressly agree that this Agreement is Final and
will come into full force and effect upon the signing of same and as
evidenced by the Parties signatures below.
LETTER AGREEMENT
BETWEEN
UNITED CAPITAL GROUP, LTD.,
AND
FIRST CAPITAL INTERNATIONAL, INC.
Page 3
XI. Both Parties do hereby expressly agree that this Agreement was negotiated
in good faith and that both Parties do expressly understand the full extent
and nature of this Agreement and that this Agreement evidences the true
agreed to terms and conditions set forth between UCG and FCI, as evidenced
by the Parties signatures below.
XII. This Agreement may be executed and signed by facsimile and if indeed signed
by the Parties through facsimile then the facsimile copy will for all
intent and purposes be treated as an original with full force and effect.
XIII.This Agreement may be only changed, modified or amended by a written
instrument signed by both Parties to this Agreement.
XIV. This Agreement is subject to the laws of the United Kingdom.
EXECUTED this ___ day of February 1999 and to be effective as of the 01
September 1998.
AGREED TO AND ACCEPTED BY:
UNITED CAPITAL GROUP, LTD. FIRST CAPITAL INTERNATIONAL, INC.
______________________________ ____________________________
Xxxx Xxxxx - President
