LETTER OF INTENT TO MERGE COMPANIES
This letter of intent is signed on this 25th day of March, 1999 by and
between Medisys Technologies, Inc., (the "Company")a publicly traded
company incorporated under the laws of the State of Utah and doing business
in the State of Louisiana, New Jersey and Florida, and the shareholders of
Health Care Direct Services, Inc. (HCDS), Direct Distribution U.S.A., Inc.
(DDU), and Gulf Coast Media Group, Inc. (GCMG) (the "Affiliated Companies")
which are all private and closely held corporations duly incorporated under
the laws of the State of Florida, where they conduct their principal business
operations.
The purpose of this letter is to express the intention of the above parties
to conclude an agreement of merger and/or acquisition whereby the "Affiliated
Companies" will become a division of and be wholly owned and operated under
the name and public umbrella of Medisys Technologies, Inc. subject to the
following mutually agreed upon terms and conditions which are subject to
future modification based on the continuing due diligence of the respective
parties:
* The shareholders of the "Affiliated Companies" intend to execute a
contract whereby they will assign all or part of their rights, title,
interest and obligations in the "Affiliated Companies" to Medisys in
exchange for shares of Preferred Convertible Stock.
* Each Company will be wholly owned by Medisys but will retain its own
independent management team, with oversight from the Medisys Board of
Directors and management.
* The final terms of this transaction including, but not limited to,
valuation and purchase price, the number of preferred shares to be
issued and any dividend to be paid are all subject to negotiation
and are dependant on due diligence, audit, and appropriate approvals
and regulatory compliance.
* Medisys and the "Affiliated Companies" shall each bear their own
respective costs of the merger/acquisition.
* It is the intent of the parties to conclude this agreement within
60 days of the signing of this letter of intent.
MEDISYS TECHNOLOGIES, INC. SHAREHOLDERS OF HCDS,
DDU, AND GCMG
____________________________ ___________________________
By: Xxxxx X. Xxxx Xxxx Xxxxxxxx
President / COO
___________________________
Xxxxx Xxxxxxxx
___________________________
Xxxxxxx Xxxxxx
