[EXHIBIT 10.3]
[STOCK PURCHASE AGREEMENT, ITOLUR]
LETTER OF INTENT
Montevideo, July 12th, 2002
Board of Directors
Lorcom Technologies, Inc.
000 Xxxxxx Xxxxxx, 0xx xxxxx
Xxx Xxxx, XX 00000
Re: Proposal by ITOLUR S.A. to sell 40% of its shares to Lorcom
Technologies, Inc.
Dear Sirs:
This letter outlines the proposal by ITOLUR S.A. ("ITOLUR") to become a joint
venture with Lorcom Technologies, Inc. ("Lorcom") by selling it 40% of ITOLUR's
shares on the following principal terms and conditions:
1. BACKGROUND. ITOLUR S.A. is a company incorporated in January of 2002 under
the laws of the Oriental Republic of Uruguay ("Uruguay") to operate in the
telecommunications and data transmission markets.
As of June 7th, 2002, ITOLUR applied for licenses to be an operator on the
international long distance market and in the national and international data
transmission market. The licenses, under filing # 2002/1/891 in the URSEC (the
Uruguayan regulating body for communications, similar to the FCC in the United
States) are still being processed. A resolution from the government to grant the
licenses is expected the first week of August 2002.
The licenses will give us legal rights to originate, terminate and transport
international calls from and to Uruguay without limitations. We will also be
able to transmit data within the country and to and from international
locations.
ITOLUR plans to immediately set up operations once the licenses are granted, and
begin to compete with other six operators doing so today. Because of the market
size, all segments will be attacked: corporate, small and medium businesses,
independent professionals, residential, prepaid and wholesale termination
markets.
In addition to operations in Uruguay, ITOLUR plans to expand its activities to
other countries as part of a strategy that relies on a network of points of
presence ("POP") to be able to conquer corporate and traveling business people,
as well as tourists. The neighbor countries Argentina and Brazil will be targets
for a regional expansion that will add value for the company and for its
customers. The premise is that the better the network coverage, the more
attractive for business, prepaid and wholesale customers the offer is. Besides
coverage, by owning the network we will access local termination at highly
competitive rates.
ITOLUR is already negotiating the acquisition of 100% of the assets of Call
Solutions, S.A., an Argentinean company that it has been in operations for two
years under an international long distance license. The acquisition would
provide ITOLUR with an operating POP in the most important destination of
minutes originated in Uruguay, and will benefit it with termination rates of
about US$ 0.015 and connectivity contracts already in place for originating
minutes out of Argentina (including local and 800 numbers).
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The purposes of selling a 40% stake of ITOLUR to Lorcom is for ITOLUR to be able
to support its expansion plan, beginning in Uruguay and possibly in Argentina
and extending to other countries, by having the capital and technical support
from Lorcom as one of its main shareholders.
As of today, and because of ITOLUR's recent incorporation, the company does not
have neither assets nor liabilities, and it is up to date with legal fees and
taxes. ITOLUR has not initiated activities, something that will do once the
Uruguayan government grants the requested licenses and/or the acquisition in
process of the Argentinean company is completed. It is for that purpose that
ITOLUR is looking for funding from Lorcom.
2. OFFER CONDITIONS. (a) The funds required to acquire (the "Purchase Price")
40% of the shares of ITOLUR will be the sum of SEVENTY THOUSANDS U.S. DOLLARS
(US $70,000). This payment is conditioned upon the receipt of verification of
the International Long Distance Operator license to be obtained in Uruguay from
the local government.
(b) The transaction will be closed by (i) providing Lorcom certified
certificates for 40% of ITOLUR's outstanding shares, (ii) signing a Shareholders
Meeting Minutes where Lorcom presents and proves itself as the shareholder of
40% of ITOLUR, (iii) signing a Shareholders Meeting Minutes accepting the
resignation of Xxxxxxxxx Xxxxxx as the Board's President and the naming of the
new composition of the Board of Directors, where Lorcom will have one out of a
total of three seats, (v) providing a certified copy of ITOLUR's articles of
incorporation, (vi) providing a copy of ITOLUR's Shareholders Meeting Minutes
and Board of Directors resolutions.
(c) The date the transaction is closed (the "Closing Date") is to occur within
10 days of proof of the International Long Distance Operator license.
(d) Payment of the Purchase Price will be completed by one or more wire
transfers to an ITOLUR bank account in Uruguay. The Purchase Price will have to
be paid in full on the Closing Date if not before since part of the funds will
go to cover the license costs and the Uruguayan government requires the license
to be paid not later than 10 days after it is granted.
(e) ITOLUR will use the funds provided by Lorcom resulting of this agreement
(the Purchase Price) and funds equally proportional to their company's stake
from the remaining shareholders to pursue the Uruguayan international long
distance market, as described in numeral 1 of this document. Additional funding
will be required for operations and acquisitions in other countries.
(f) The acquisition of the Argentinian company (Call Solutions S.A.) as an
ITOLUR wholly owned subsidiary, now under a purchase investigation, will require
additional funding for the sum of FORTY THREE THOUSANDS U.S. DOLLARS (US
$43,000) plus legal fees. In the event that the Uruguayan government rejects
ITOLUR's license and since ITOLUR will be the entity acquiring 100% of Call
Solutions S.A. in Argentina, Lorcom will buy 40% of ITOLUR for the equivalent of
50% of the funds required to buy Call Solutions S.A. and continue its operations
in Argentina. The other 50% of the funds required for Argentina will stay as a
loan from Lorcom to ITOLUR.
(g) In regards to the expansion plan mentioned on Background, Lorcom as the 40%
shareholder will have to assume its share of funding responsibilities should an
ITOLUR's Shareholders Meeting resolve to pursue the plan to install POPs in
additional countries. In this regard, the shareholders will need to capitalize
(fund) the company and/or ask for loans for that purpose.
3. LIMITATIONS. ITOLUR's articles of incorporation state that either the
President or the Vice President can sell any of the assets of the company. To
provide more security to all parties, it is been agreed that there will be no
President or Vice President, just a Board of Directors. The Board of Directors
will have three seats. The new Board of Directors will agree that an ITOLUR
asset could be sold by any two
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signatures out of those three Directors. The decision will be registered on the
Shareholders Meeting Minutes. Under Uruguayan current laws, Directors are
legally responsible for their acts and decisions on behalf of the company.
Should a shareholder wish to sell shares in his possession, he will be obligated
to communicate his decision to all other shareholders in a Shareholder Meeting.
Shares will have to be first offered to other shareholders. The shareholder who
is selling the shares will be obligated to sell those to an existing shareholder
if the latest matches the best prices found by the shareholder who is selling.
Limitations will also be set for each ITOLUR bank account directly with the
involved banks. A sole Director will need a power of attorney from at least one
other Director to be able to operate the bank accounts. The power of attorney
will set the limits in terms of amounts.
Decisions by ITOLUR to buy or sell shares of companies or subsidiaries can only
be made by the Shareholders Meeting. Decisions will be recorded on the meeting's
Minutes.
In case of death of one of the shareholders, his heirs will not be obligated to
sell ITOLUR's shares to the remaining shareholders. However, if they are more
than one person they will be forced to designate one and only one person to
represent them on the Board of Directors, which will maintain three seats at all
times unless decided by consensus on a Shareholders Meeting.
The limitations herein described will be formalized by modifying the articles of
incorporation if they cannot be implemented through Shareholders Meetings and
their Minutes.
Regards,
/s/ Xxxxxxxxx Xxxxxx
--------------------
President
ITOLUR S.A.
Accepted and Agreed:
Date:
/s/ Xxxxx Xxxxxx
----------------
Chief Executive Officer
Lorcom Technologies, Inc.
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