PEABODYS COFFEE, INC.
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0000 XXXXXXXX XXXX, XXXXX 0
XXXXXXX, XX 00000
December 20, 0000
Xxxxx Xxxxx
Xxxxxxx Xxx Xxxxxxxxx
Xxxxxxxxx, XX
Dear Xx. Xxxxx:
Peabodys Coffee, Inc. (the "Company") is pleased to submit this Letter of Intent
to acquire the assets of Grounds For Enjoyment ("GFE") as listed on Exhibit A to
this letter (the "Assets"). The Assets will include but not be limited to the
four Carts / Kiosks and contracts of Riverside County Hospital, Arrowhead
Regional Medical Center (San Bernadino County), Kaiser Xxxxxxx Hospital, and
Kaiser Riverside Hospital.
1. As consideration for the Assets, the Company is prepared to offer a
combination of both cash and common stock of the Company as follows:
$175,000 cash and 40,000 shares of the Company's Common Stock (Subject to
Rule 144). The Company will advance a down payment of $5,000 within one
week after receiving a written undertaking from your council that the
$5,000 will be held in trust, pending the completion of due diligence and
the signing of a formal agreement. In the event that the Company is not
satisfied with the outcome of the due diligence review, the $5,000 down
payment will be returned to the Company immediately.
2. All outstanding debts related to the Assets will be cleared, including but
not limited to credit lines, bank loans, lease obligations, accrued tax
obligations and trade payables. The Company will not assume any of the
liabilities relating to any of the Assets and GFE will represent and
warrant that the Assets are free and clear of all liens or encumbrances.
3. The parties will each pay their respective legal and accounting fees and
other costs relating to closing.
7
4. It is the intention of the Company to trade under one brand name, and that
such name is "Peabodys Coffee" and or any other brand name as the Company
so desires. It is the derived intention, therefore, to convert the GFE
outlets under the name "Grounds For Enjoyment" or any other name, to
"Peabodys Coffee" - or another name determined by the Company.
5. The parties are prepared to proceed immediately to close this transaction
as soon as possible after the following have been completed.
i. A due diligence investigation of the Assets by and to the satisfaction
of the Company.
ii. A definitive purchase agreement shall have been prepared to the
satisfaction the Company and GFE, incorporating the terms and
conditions contained herein and other mutually agreed to provisions.
iii. The Company's offer is contingent upon the transferring of the
abovementioned contracts from GFE to the Company for the four hospital
locations.
iv. The Company's offer is subject to formal approval by the Company's
Board of Directors.
Except as set forth in the following sentence, this letter is a non-binding
expression of our present intent. From the date of your execution of this
letter, GFE and its officers, shareholders and agents agree not to solicit or
entertain any offer or enter into any negotiations with any third party
regarding the purchase of the Assets until the pending negotiations with
Peabodys are concluded by a closing or are otherwise terminated by either of the
parties on ten days written notice, which the parties agree shall not be given
except by mutual agreement prior to February 2, 2000.
Please indicate your acceptance by signing below and returning a signed
original.
Sincerely,
Xxxx Xxxxxxx
President / CEO
ACCEPTED:
GROUNDS FOR ENJOYMENT
By:_______________________________ Date: December 3, 1999
Xxxxx Xxxxx
By:_______________________________ Date: December 3, 1999
