CREATIVE HOLDINGS & MARKETING CORP.
0000 Xxxxxxxx
Xxxxx 000
Xxxxxx Xxxxx, XX 00000
--------------------------------------------------------------------------------
Letter of Intent
----------------
October 4, 2004
Xx. Xxxxx Xxxxxxx III President & C.E.O.
Top Gun Sports & Entertainment, Inc.
Dear Sirs:
This letter outlines a proposal whereby Altrimega Health Corporation,
d/b/a/ Creative Holdings & Marketing Corporation, ("Creative"), a Nevada
corporation in good standing with offices at 0000 Xxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxx Xxxxx, XX 00000 will acquire 100% of the outstanding shares of Top Gun
Sports & Entertainment, Inc. ("TGSE"), a Nevada corporation in good standing,
subject to and encompassing the following terms and conditions.
1. Creative will issue approximately twenty-six million (26,000,000) shares of
its common stock to the shareholders of TGSE in exchange for 100% of the issued
and outstanding stock of TGSE. TGSE will execute a simultaneous closing with Top
Gun Sports & Entertainment, Inc. a Delaware corporation, ("TopGun").
2. Creative currently is affecting a 1-for-1000 reverse stock split of its
issued and outstanding shares that will reduce its issued and outstanding shares
to approximately 49,140 shares. Prior to Closing, Creative will submit a 14C
filing with to the S.E.C. for review that would change the name of the
corporation to Top Gun Sports & Entertainment, Inc. and increase the authorized
capitalization to 250,000,000.
3. Creative will provide a best efforts financing to sell 1) an Aggregate
$750,000 convertible debenture (convertible at $0.50 per share with an attached
warrant to exercise at $1.50 per share); 2) a private placement of $750,000
consisting of units of Common Stock at $0.75 per share and Common Stock Purchase
Warrants with exercise prices at $1.50 per share, and 3) a $1,000,000 to
$5,000,000 mini/max secondary offering at the price of $1.00 per share.
4. The proposed transaction set forth herein are subject to the following
conditions:
(a) Verification to the satisfaction of Creative and its counsel or
advisors of the financial condition, liabilities, assets, business
prospects, sales margins, customer relations, employee matters,
litigation, contractual obligations, proprietary rights, and other
matters as deemed appropriate by the stockholders of Creative.
(b) Approval of the final merger agreement by a majority of shareholders
of Creative and all shareholders of TGSE, TopGun and by any required
suppliers, creditors, customers or regulatory authorities.
(c) The Closing of the $750,000 bridge financing on the terms stated
above.
(d) Creative shall represent that it is current in its reports due under
the Securities Exchange Act of 1934, as amended, and that it will
have no material assets or liabilities at the time of Closing.
5. Subject to the requirements of law, any news release or other public
statements by Creative or TGSE pertaining to the proposed transactions shall be
approved in writing by all parties prior to the release of such information.
6. This agreement shall be governed under the laws of the State of New York.
7. This agreement may be executed in counterparts by the parties.
8. Each party shall bear its own expenses in connection with the transactions
contemplated.
9. Final agreement shall be executed within 21 days after the date hereof.
2
10. Each party hereto shall indemnify and hold harmless the other party at all
times after the date hereof against and in respect to any liability, damage or
deficiency, all actions, suits proceedings, demands, assessments, judgments,
costs and expenses, including reasonable attorney's fees incident to any of the
foregoing, resulting from any misrepresentation, breach of covenant or warranty
for non-fulfillment of any agreement on the part of such party hereunder or
under the terms of the final Agreement. Subject to the terms of this Letter of
the final Agreement contemplated between the parties, the defaulting party shall
reimburse the other party on demand for any reasonable payments made by said
party at any time after the date of this Letter or of the final Agreement in
respect to liability or claim to which the foregoing indemnity relates, provided
that such payment is made after reasonable notice to the other party or satisfy
the same and such party shall fail to do so.
It is understood that this Letter merely constitutes a statement of the mutual
intentions of the parties with respect to the proposed transactions and does not
contain all matters upon which agreement must be reached in order for the
proposed transactions to be consummated and except for paragraphs 5,8 & 9
creates no binding rights in favor of any party.
If the foregoing is acceptable, would you please indicate by signing a copy of
this Letter and returning it to the undersigned.
Very Truly Yours,
By:_______________________________________________________
Title:____________________________________________________
Agreed and accepted this the _______ day of October, 2004.
Top Gun Sports & Entertainment, a Nevada corporation
By:_______________________________________________________
Title:____________________________________________________
Agreed and accepted this the _______ day of October, 2004.
Top Gun Sports & Entertainment, Inc.
By:________________________________________________________
Title:_____________________________________________________
3
