Exhibit 10.1.1
Cyber Xxxxxxx.xxx, Inc.
0000 Xxxxxxxx Xxxx.
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Phone 310-288-4585 ext. 325 - FAX 000-000-0000
Letter of Intent
I. This agreement shall serve as a Letter of Intent by and between NAPTAU Gold
Corp., a Delaware Corporation with its principal address being 0000 Xxxxxxxx
Xxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0 (herein after referred to as
"NPTU" or "buyer"), and Cyber Xxxxxxx.xxx, Inc. Nevada corporation with its
principal place of business being 0000 Xxxxxxxx Xxxx., Xxxxx 000, Xxxxxxx Xxxxx,
Xx. 00000 (herein after referred to as "CCC" or "seller").
II Whereas "NPTU" is a publicly traded company on the Over The Counter Bulletin
Board in the United States and has varied business interest in the U.S. and
Canada and
III. Whereas "CCC" is the business of acquiring, promoting, and operating
certain assets, selling procedures, materials, E-commerce business's and various
Internet related consumer services and products;
It is therefore the intention of both parties, pending the approval of their
respective Board of Directors and a definitive agreement to follow this Letter
of Intent that;
"CCC" shall offer and "NPTU" shall acquire the corporation and all its
property's as listed on exhibit "A" for Ten Million dollars ($10,OOO,OOOUS). The
payment shall be in the form of common stock in "NPTU" One Million (1,000,000.)
shares of its common stock shall be transferred at "closing date". Said date to
be no later then July 31,1999. The dollar value to be attributed to these shares
shall be established as the average market trading price of the immediately
preceding ten trading days to the date of "closing". The balance shall be paid,
in stock, that number of shares to be determined by dividing the balance by
shares valued at $5.00US each. Transfer of shares to take place when the per
share price of NPTU trades at an average of $5.00US per share for ten (10)
consecutive trading days or when the subsidiary corporation files for and is
granted a symbol as an independent, publicly traded company, whichever happens
first.
VI. "CCC" shall become a wholly owned subsidiary of "NPTU" with its Board of
Directors and management group to stay in place. "NPTU" shall add such members
to the Board of "CCC" as it deems necessary too properly
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oversee the activities of the. subsidiary and in turn shall allow for "CCC" to
appoint one member to the Board of "NPTU".
VII It is understood that "CCC" (the subsidiary) shall raise Five Million
Dollars ($5,OO0,00OUS) to support its current established business plan. The
security to be issued shall be that of the parent, "NPTU" with the share price
being established at $5.OOUS. Said shares shall be offered in the form of a unit
in which will be attached a warrant(s). The terms and pricing of same shall be
addressed and finalized in the "Definitive Agreement" to follow. In the event
"CCC" is unable to or for any reason does not raise the amount as set forth in
the offering, "NPTU" may at its sole option void or modify the "Agreement" based
on circumstances then in effect.
VIII It is further understood that within those guidelines to be set forth in
the "Definitive Agreement" to follow, "CCC" shall have full and continued
control of its day to day business operations and that within an agreed upon
period of time with the full support of "NPTU", take whatever actions necessary
and file with the Securities Exchange Commission to become an independent
publicly traded company.
IX Certain aspects of both businesses are proprietary in nature and as such
shall remain confidential and be reserved by both parties until actual
agreements are in place and executed. Except for this and paragraph 10, which
shall be legally binding in accordance with their respective terms, this
agreement in principle is not intended to, and shall not, create a binding legal
obligation, and the understandings set forth herein are subject to satisfactory
due diligence by the "buyer" and to the execution of the "Definitive Agreement".
X. The responsibility for the "Definitive Agreement" shall be that of "CCC".
If the foregoing accurately sets forth our understanding, please so indicate by
signing in the space provided.
This letter may be signed in counterparts, both of which taken together shall
consitute one instrument.
/s/ Xxxxxx X. Xxxxx
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Xx. Xxxxxx X. Xxxxx, C.A., President
Naptau Gold Corporation
/s/ Xxxx Xxxxxxx
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Xx. Xxxx Xxxxxxx, President
Cyber Xxxxxxx.xxx., Inc.
