EXHIBIT 10.2
March 23, 2000
B2B Pure Xxxxxxxx.xxx, Inc.
__________________________
__________________________
Attn: Xxxx Xxxxxxxxxx
Re: Letter of Intent
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Dear Xx. Xxxxxxxxxx:
This letter will confirm our mutual intent to carry out a transaction
(the "Acquisition") pursuant to which B2B Pure Xxxxxxxx.xxx, Inc. ("B2B")
would become a wholly-owned subsidiary of a new holding company (the
"Holding Company") to be formed by Margate Industries, Inc. ("Margate").
Based on our preliminary discussions, it is our understanding and
intent that:
1. Holding Company will (a) acquire all of the outstanding
shares of Margate with each existing share of Margate being exchanged for
one (1) share of the Holding Company, and (b) acquire all of the
outstanding shares of B2B in exchange for approximately 15,200,000 shares
of common stock of the Holding Company. Immediately prior to the
Acquisition, Margate will have no more than approximately 1,800,000 shares
outstanding on a fully-diluted basis. It is the intent of the parties
hereto that, following the Acquisition, the existing shareholders of
Margate will own, on a fully-diluted basis, 10.6% of the common stock of
the Holding Company and the shareholders of B2B will own, on a fully-diluted
basis, 89.4% of the outstanding common stock of the Holding Company.
2. Following the Acquisition, the Board of Directors of the
Holding Company shall consist of one (1) member designated by Margate and
such additional Directors as shall be designated by B2B. Management of the
Holding Company shall be designated by B2B.
3. Following the Acquisition, the Board of Directors of Margate
shall consist of the existing five (5) members. The Holding Company will
agree to maintain the existing management of Margate for not less than
three (3) years and Margate shall enter into three (3) year Employment
Agreements with Xxxxx Xxxxxx, Xxx Xxxxxx, and Xxxxxxx Xxxxxx. All assets
held by Margate prior to the Acquisition will continue to be held by
Margate following the Acquisition.
Based on the intent described above, the parties hereto agree to enter
into good faith negotiations with respect to the specific terms and
conditions of the Acquisition. Subject to agreement, with respect to the
specific terms of the Acquisition, and execution of definitive
documentation regarding the same, B2B and Margate each undertake to use
their best efforts to: (1) prepare and file a Registration Statement on
Form S-4 to carry out the transactions contemplated by the Acquisition; and
(2) cause their shareholders to agree to the terms of the Acquisition and
each shall recommend the same to their shareholders. During the period
beginning on the date hereof and ending ninety (90) days hereafter, neither
party hereto shall
Letter to Xx. Xxxx Xxxxxxxxxx
March 23, 2000
Page 2
enter into discussions or negotiations with other parties with respect to
any potential transactions pursuant to which controlling interest in either
B2B or Margate would be acquired by a third party. Further, during the
period beginning on the date hereof and ending on the earlier of
termination of this Letter of Intent or ninety (90) days following closing
of the Acquisition, the officers and Directors of Margate (holding, in the
aggregate, approximately 700,00 shares of common stock and options to
acquire common stock of Margate) agree that they will not, without the
prior written consent of B2B, directly or indirectly, offer, offer to sell,
grant an option for the sale of, transfer, assign, pledge, hypothecate, or
otherwise encumber any securities of Margate, or any successor of Margate,
or otherwise dispose of any interests therein. Except for the foregoing
obligations, this Letter of Intent is not binding on either party hereto.
Consummation of the Acquisition is subject to completion of due
diligence by each of the parties hereto, negotiation and execution of
definitive documentation, satisfaction of regulatory requirements, if any,
and such other conditions as the parties may require. Additionally,
consummation of the Acquisition by Margate shall be subject to receipt by
the Board of Directors of Margate of a fairness opinion indicating that the
terms of the Acquisition are fair to the Margate shareholders.
All expenses incurred in connection with the Acquisition, including,
but not limited to, legal fees, accounting fees, registration fees,
printing costs, transfer agent fees, listing fees, etc. shall be paid fifty
percent (50%) by Margate and fifty percent (50%) by B2B.
The parties hereto shall consult with each other before any public
announcements are made regarding this Letter of Intent.
If the foregoing accurately sets forth our understanding as to the
matters set forth above, please so indicate by signing below and return a
copy of the same to the undersigned.
MARGATE INDUSTRIES, INC.
By: /s/ XXXXX XXXXXX
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Xxxxx Xxxxxx, Vice-President
AGREED AND ACCEPTED:
B2B PURE XXXXXXXX.XXX, INC.
By: /s/ XXXX XXXXXXXXXX
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Xxxx Xxxxxxxxxx, President
