Exhibit 99.5
-------------
February 17, 2000
Mr. S. R. Xxxxxxxxx Xxxxxxxxxxxx
Chairman of the Board
Federation of Associated Health Services, Inc.
000 X. Xxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Re: Head of Terms Agreement
Dear Xx. Xxxxxxxxxxxx
This letter is to replace the Head of Agreement dated July 21, 1999 between
Paramount International Telecommunications, Inc. ("PIC"), a Nevada Corporation
and a wholly owned subsidiary of Carnegie Interntional Corporation, a Colorado
Corporation ("Carnegie"), Federation of Associated Health Services, Inc ("FASH")
a Texas Corporation and its subsidiary, Transcontinental Communications, Inc.
("TCI").
1. Purchase price of shares or assets:
The purchase of shares or assets (to be determined) for 100% of FASH shall be
3.5 million dollars worth of Carnegie common shares based on the 30-day
average closing trading price proceeding the first anniversary of the closing
of a Purchase Agreement between the parties. There will be a 15% discount in
the event an orderly sale agreement is part of the closing documents (terms to
be agreed). The Company will issue a preferred series _____ (to be assigned
prior to final Agreement) shares at closing to represent the conversion to
common shares. (Tacking shall begin at the time the preferred shares are
issued).
2. Performance Bonus:
In the event "XXXX" maintains a free cash flow of 1.5 million in years two and
three following the closing, an additional 1 million dollars worth of the
companies common stock shall be issued , for each year , to the management in
their employment agreement based on the average closing price of the companies
common stock trading price proceeding each of the anniversary dates. These
shares shall vest on the anniversary date of the award.
3. Consulting and Employment Agreement
PIT will agree to the signing of three-year employment agreements with key
FASH personnel at salaries to be agreed to.
Heads of Terms Agreement
Federation of Associated Health Services, Inc. -2
4. Balance Sheet
XXXX cash, receivables and payables shall be in the same proportions as in the
two accounting periods preceding this Agreement.
5. The contents of this Agreement are subject to a full definitive agreement
signed within 30 days of this Agreement as well as due diligence by all
parties to commence upon signing of the Agreement. It is understood that
XXXX current results of operations show free cash flow at a minimum of
$125,000 per month.
/s/ _________________________________________ /s/ ___________________________
S. R. Xxxxxxxxx Xxxxxxxxxxxx Xxxxxx Xxxxxx
Chairman of the Board President & CEO
Federation of Associated Health Systems, Inc. Carnegie International
Corporation & Director of
Paramount International
Telecommunications, Inc.
