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EXHIBIT 10.14
LETTER OF INTENT
This Letter of Intent ("the Agreement") is made this 2nd day of August, 2000 and
entered into by and between Nexxus Holdings Ltd. ("Nexxus"), a Bahamian
corporation with its principal place of business at Xxxxxxxxxxx Xxxxx, 0xx
Xxxxx, Xxxxxxx Xxxxxx, P.O. Box CB 12724, Nassau, The Bahamas, and Solutions
America, Inc. ("Solutions"), a Delaware corporation with its principal place of
business at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx Xxxx, Xxxxxxxxxx 00000.
Each of the aforementioned parties is sometimes referred to individually as a
"Party" and collectively they will be referred as the "Parties".
Whereas Solutions is in the business of acquiring and processing electronic
transactions and possesses certain proprietary software and systems;
Whereas Nexxus is in the business of international payment systems and possesses
licenses and relationships relative to the issuing and processing of credit and
debit cards;
The Parties hereby express their intent, subject to formal contract, to form a
Joint Venture for the purpose of establishing and operating an E-commerce
Processing Center (the "Center") in Nassau, The Bahamas. Each party agrees to
contribute its expertise and methods to the Joint Venture.
The Parties will share equally in the capital expenses, operating expenses and
net profits of the Center. Notwithstanding the foregoing, Solutions shall fund
the acquisition and installation of all hardware and software and other assets
necessary to establish the Center, subject to specific approval on each expense
and item. Nexxus will secure its share of the capital expenditures (advanced by
Solutions) as mutually agreed, but in the last resort, may repay Solutions by
assignment of its share of profits.
The Parties will also provide management and technological support (the
"Services") to the Center on an ongoing basis. Such Services will be based on
market prices and mutually agreed upon by both Parties. The Parties will utilize
the Center's services for the processing of their own products, such services to
be provided at market prices.
The Parties will agree to a capital and operating budget and move to contract
within 30 days.
As part of the Agreement, Nexxus hereby grants to Solutions an option to
purchase fifty percent (50%) of Nexxus' interest in the Purchase Agreement dated
December 22, 1999 for the acquisition of Xxxxxxx Bank and Trust Co. Ltd.
This Letter of Intent is non-binding and intended only to set out the basic
parameters of the Parties understanding. The Joint Venture contemplated
hereunder is conditional, without limitation, upon the following terms and
conditions:
1. Solutions must have established acceptable banking relationships for
credit and debit card issuing and processing.
2. A written contract is executed within 30 days of the date of this
Agreement.
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3. Each Party's respective Board of Directors have approved the formal
written contract.
4. A Shareholders Agreement is executed which would include a dissolution
provision in the event of a change of shareholder.
IN WITNESS WHEREOF, the Parties have executed this Letter of Intent effective as
of the 2nd day of August, 2000.
On behalf of: On behalf of:
NEXXUS HOLDINGS LTD. SOLUTIONS AMERICA, INC.
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By: Xxxxxx Gape, President By: Xxxxx X. Xxxxxxx, Chairman & CEO
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