HUNNO TECHNOLOGIES, INC.
0000 Xxxxx 00xx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, XX 00000
August 21, 2003
Abazias, Inc.
Re: Letter of Intent
Dear Sirs:
This letter sets forth a proposal under which Hunno Technologies, Inc. ["Buyer"]
will acquire in a share exchange all of the issued and outstanding shares of
common stock of Abazias, Inc. ["Seller"]. Nothing in this proposal constitutes a
binding agreement. The parties agree to work in good faith to reach a final
agreement, but are in no way obligated to do so.
We propose the following:
Purchase and Sale. Subject to all the terms and conditions of a Final Agreement,
if any, at the Closing, the Seller agrees to receive from the Buyer, and Buyer
agree to issue to the shareholders of the Seller (a "Shareholder") 50,000,000
Shares of Common Stock of the Buyer ("Buyer Shares") (the "Share Consideration")
in exchange for the transfer of 1,000,000 shares of the Common Stock of the
Seller ("Seller's Shares") to the Buyer. Each Seller's Share that is issued and
outstanding immediately before the Closing, other than shares with respect to
which the right to dissent has been exercised, shall entitle the holder thereof
to receive 50 Buyer Shares.
Closing. The parties shall hold the Closing no later than 30 days after the
execution of a Final Agreement, if any, (the "Closing Date"), at 11:00 A.M.,
local time, at the offices of Buyer, or at such other time and place as the
parties may agree upon.
Name Change. As soon as practical after signing this letter of intent, Hunno
shall change its name to Abazias, Inc. (the "Name Change"). Shareholder consent
will be required under a Schedule 14C filed with the SEC and relevant provisions
of Delaware law. The Schedule 14C shall be filed with the SEC and mailed to
Hunno Stockholders as required.
Board of Directors and Officers. On Closing, Xxxx Xxxxx, the sole officer and
director of Xxxxx, shall resign, his resignation as a director being effective
10 days after the mailing of the Schedule 14F referred to below. At Closing, the
size of the Hunno Board shall be increased to 3 persons. Mr. Xxxxx Xxxxxxxxx
shall be designated as Chairman of the Board of Hunno Technologies, Inc. and Mr.
Xxxxx Xxxx, and Xx. Xxxxx Xxxxxxxxx shall be designated as additional board
members, also effective 10 days after the mailing of the Schedule 14F referred
to below. This will require the designation of additional directors and filing
of a Schedule 14F with the SEC and the mailing of the Schedule 14F to
shareholders of Hunno 10 days prior to the date the new directors can take
office. At closing, the following shall be elected officers of Hunno: Xxxxx
Xxxxxxxxx - CEO, Xxxxx Xxxx - CFO, and Xxxxx Xxxxxxxxx - CIO.
Stock Redemption. Prior to closing, Buyer shall have redeemed 9,500,000 shares
of its common stock from Xxxx Xxxxx such that at Closing, such that there will
only be 2,367,109 shares issued and outstanding at closing.
If the foregoing is acceptable, please sign the Letter of Intent and return it
to us.
Sincerely,
/s/ Xxxx Xxxxx
---------------------
Xxxx Xxxxx, President
Agreed and Accepted:
Abazias, Inc.
By: Xxxxx Xxxxxxxxx, President
