LETTER OF INTENT
Exhibit
10.4
THIS
BINDING LETTER OF INTENT (the “LOI”), is made this 5th day of September 2005, by
and among Imagitrend Inc. (“Imagitrend”), a Florida corporation; and Eternal
Gems, Inc., a Florida corporation (“Eternal Gem”); and Xxxxxxx Xxxxxxxx
(“Xxxxxxxx”) and Xxx Xxxxxxx (“Yardley”), collectively known as “Eternal Gem’s
Shareholders.” This LOI sets forth the terms and conditions upon which
Imagitrend shall enter into a binding acquisition agreement with Eternal
Gem’s Shareholders to acquire all of Eternal Gem’s stock.
TERMS
| 1. |
Imagitrend
agrees to buy, and each and every one of Eternal Gem’s Shareholders agree
to sell, the aggregate amount of One Hundred Percent (100%) of
all of the
capital stock of Eternal Gem.
|
| 2. |
In
consideration for purchasing the above stock of Eternal Gem,
Imagitrend
will issue Two
Million Five Hundred Thousand (2,500,000)
new shares of its common stock to Eternal Gem’s current shareholders, in
proportion to their current ownership of Eternal Gem’s capital stock.
These shares shall be issued in a private placement exempt from
registration under state and federal securities laws, and will
be acquired
for investment purposes. These shares shall be subject to such
dilution
and other provisions as are applicable to the common stock of Imagitrend.
To this end, Eternal Gem and Eternal Gem’s Shareholders shall make the
usual and customary representations and warranties for purchasing
stock in
a private placement with investment
intent.
|
| 3. |
Eternal
Gem and Eternal Gem’s shareholders represent and warrant to Imagitrend
that at the time of the closing of the above-described exchange
of stock,
Eternal Gem shall own, with full right of title, the following
assets:
|
____All
property and rights to the patent pending process of
Eternal_____________
____Gems,
Inc. as listed in Exhibit “A” attached ___________________________
________________________________________________________________.
| 4. |
Imagitrend
will prepare and file the necessary Securities and Exchange Commission
("SEC") filings. Imagitrend will make all appropriate shareholder
notifications in connection with this acquisition.
Imagitrend will also prepare the Plan of Exchange for this
transaction.
|
| 5. |
Imagitrend
and Eternal Gem and Eternal Gem’s Shareholders all agree to cooperate with
Imagitrend’s auditors in providing the information requested by such
auditors to complete or to update the audited financial statements
of
Imagitrend ("Audit Report"). This audit will be performed by a
PCAOB
member audit firm at Imagitrend’s
expense.
|
Initials:____
____
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| 6. |
If
holders of Imagitrend stock are entitled to dissenter’s rights in
connection with any action of Imagitrend required to be completed
prior to
the Closing under the General Corporation Law of the State of Florida,
Imagitrend shall satisfy and pay, or settle, or receive a binding
waiver
of, such obligation to the Dissenting Shareholder immediately prior
to,
and as an express condition to, the
Closing.
|
| 7. |
Imagitrend
and/or its designated representatives shall complete a satisfactory
review
of the business and financial statements of
Eternal Gem prior to the Closing.
|
| 8. |
Eternal
Gem and Eternal Gem’s Shareholders represent and warrant to Imagitrend
that the total liabilities of Eternal Gem, including contingent
liabilities, shall not exceed $__50,000___.
|
| 9. |
Imagitrend
understands that Eternal Gem is currently an administratively dissolved
corporation, and therefore can only wind up its current business.
Imagitrend agrees to take such steps as are necessary to reinstate
Eternal
Gem as a corporation, or else take such action as will allow Eternal
Gem
to continue to conduct business as it has previously done.
|
| 10. |
In
Conjunction with this Binding Letter of Intent, Imagitrend and
Eternal Gem
and Eternal Gem’s Shareholders shall enter into a separate definitive
agreement which will include the usual and customary provisions
for an
acquisition of this type.
|
| 11. |
The
final acquisition and definitive agreement shall be approved by
Imagitrend’s board of directors, by Eternal Gem’s board of directors, and
by all of Eternal Gem’s Shareholders. The final date of acquisition shall
be no later than November 9, 2005 unless extended in writing by
both
parties.
|
| 12. |
Due
diligence review - immediately upon signing this LOI, both parties
shall
have 30 days for completion of due
diligence.
|
| 13. |
Controlling
law - this LOI shall be construed under the laws of
Florida.
|
| 14. |
This
LOI is binding and enforceable by both
parties.
|
Initials:____
____
[signature
page to follow]
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IN
WITNESS WHEREOF, the parties have executed this LOI on the date first above
written.
Imagitrend
Inc.
__/s/
Xxxxxxx X. Haraburda_________
Xxxxxxx
X. Xxxxxxxxx,
President,
Chief Executive Officer,
Treasurer,
and Chairman of the Board
Eternal
Gems, Inc.
__/s/
Xxx Xxxxxxx, President_______
Name/Title
Xxxxxxx
Xxxxxxxx (“Eternal Gem’s Shareholder”)
__/s/
Xxxxxxx Gonzalez__________
in
his
individual capacity
Xxx
Xxxxxxx (“Eternal Gem’s Shareholder”)
__/s/
Xxx Yardley________________
in
his
individual capacity
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