Exhibit 99
MEMORANDUM OF UNDERSTANDING
The following is an Memorandum of Understanding between the following parties,
Xxxxxxx Xxxxxx (MS), Mail Call Inc., a Florida Corporation (MC), Xxx Xxxxxxx
(RS), both individually and as President of Mail Call, Inc., with and between
Kensington International Holding, Inc., AKA The Kensington Company, Inc.
(referred to as "XXX"). This MOU was signed June 26, 1999 & all parties
hereinafter referred to as "Parties" collectively.
All of the parties are desirous to enter into a mutually beneficial business
relationship based on the following representations:
1. MS represents that he owns 48.25% of MC (600 shares) free and clear, and RS
represents that he owns 48.25% (600 shares) of MC free and clear and that the
balance of MC (45 shares) is owned by Xxxxxx Xxxxxx. The stock may be pledged
for $80,000 borrowed against a $100,000 bank line of credit.
2. Mail Call and RS have developed source codes, trademarks, copyrighted
materials and other technologies in MC and MC has an operational method of
accessing and managing e-mail from any telephone in the world. MC was
incorporated in April 1997.
3. XXX has an interest in purchasing some of MC's stock, provided MS
substantially dilutes his interest as discussed. XXX proposes to pay the
accounts payable of $12,885 and take over and pay the Xxxxx loan for $15,600
and cover the operating cash short falls for the next 120 days, after cash
receipts have been applied to the operating expenses, which shall include
$2,000 cash a month plus $6,000 accrued for RS. A condition precedent to
paying the items listed in the preceding sentence is that MS agrees to dilute
his existing ownership interest of 48.25% down to 16.09% with the difference
going to XXX (32.16%), or its assigns, in consideration for XXX paying to MS
the sum of $25,000. Half of this amount of stock shall be issued to XXX upon
the payment of the $25,000 and the balance of the MS stock will be issued
once both MS and RS are removed from the existing line of credit which shall
occur within 60 days of this agreement. In addition, XXX shall receive
additional stock from MC (4.02%) for its direct investments into MC as is
stated in the first sentence of this paragraph, 2% when the first $20,000 is
invested and the balance of 2.02% when a total of $50,000 has been invested.
XXX will attempt to raise an additional $1,000,000 from third parties within
90 to 120 days. The existing percentage stock ownership, what it will be
after Xxx becomes involved and what it will be if another $1,000,000 ("*"
these percentages may change depending on what the new investors need) are
listed below (the post-$1MM percentages are agreed to by the Parties if XXX
successfully raises $1,000,000 or more within 120 days of the signing of this
letter.)
Now After XXX After $1,000,000
RS 48.25% 43.98% 33.09%
MS 48.25% 14.64% 11.01%
SS 3.50% 3.20% 2.40%
XXX 0% 36.18% 40.50%
Xxxxxx 0% 2.00% 3.00%
New Investors 0% 10.00%
---------------------------------------------------------------
100.00% 100.00% 100.00%
Subsequent to the $1,000,000 investment, if additional investment is agreed to
by the board, and it occurs, it is agreed that, if dilution is necessary, the
Parties will be diluted on a prorated basis. XXX has the first right to find
additional investors for 120 days. Initial funding in 10 days or less.
4. XXX CFO and its auditors will do the accounting and MS will resign as an
officer and director. RS's signature will be required for all disbursements.
5. MC agrees to allow XXX to license its technology and/or the right of first
refusal, to representatives in South America, subject to the President's
approval of performance standards & royalties.
6. The Board will comprise of RS, a director appointed by RS, and one appointed
by XXX until new investors invest in MC at which time the board may be expanded.
MS, RS, and MC agree not to negotiate independently with KEN's identified new
investors. XXX will not disclose MC information without MC permission.
