LETTER OF INTENT
Dear Xx. Xxxxxxx,
Please consider the following as a Letter of Intent between MILLENIUM
HOLDING GROUP, INC., ("MILLENIUM") a Nevada Corporation, with its principal
place of business in Lincoln NE and STANFORD LIFE INSURANCE COMPANY.
("STANFORD") an AZ Corporation with its principal place of business in Phoenix,
AZ (collectively the PARTIES). The purpose of this letter is set forth those
items necessary to reach a definitive agreement between our companies.
Accordingly, it is hereby agreed that;
MILLENIUM will use its best efforts to enter into a definitive agreement
with STANFORD and complete the acquisition of STANFORD within ninety (90) days
from the date of execution of this Letter of Intent. The terms for said
acquisition are as follows:
1. PURCHASE PRICE MILLENIUM shall remit, in cash, an amount equal to the
Statutory Capital and Surplus as agreed upon at the date of closing.
In addition, it shall cause to be transferred 125,000 shares of its
common stock to the seller or its designee. Said shares shall be
restricted pursuant to Rule 144 and will have "piggy back" rights of
registration.
2. PROPERTY The Board of Directors and shareholders of STANFORD shall
transfer all shares of STANFORD, which have been issued and are
outstanding to MILLENIUM or its designee. It shall also transfer all
records, minute book(s), financial statements, bank accounts,
portfolio and all other records and documentation necessary to
properly operate the business.
3. CERTIFICATE GOOD STANDING AND PROPER AUTHORITY The PARTIES shall
present to each other a certificate of Good Standing from their
respective states of incorporation. STANFORD shall present, and
transfer all insurance licenses as well as all other licenses
necessary to operate the business.
4. FILINGS AND NEW CONTRACTS If required, the PARTIES shall complete any
and all delinquent regulatory filings and update audits and shall
refrain from entering into any contracts or undertaking any
obligations that would be a detriment to this contemplated merger.
5. DUE DILIGENCE As requested, the PARTIES shall supply all due diligence
materials to each other, including but not limited to a UCC lien
search and a legal opinion stating that there is no outstanding
threatened or pending litigation against the companies.
The closing of the contemplated transaction shall be subject to respective
Board of Directors approval, completion of due diligence, adequate financing and
the execution of a Definitive Agreement.
IN WITNESS WHEREOF the parties have executed this letter of intent on the
date first above written subject to the approvals as above stated.
MILLENIUM HOLDING GROUP, INC STANFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxx By: /s/ Xxxxxx Xxxxxxx
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Its President Its President
