IVI COMMUNICATIONS, INC.
0000 X. Xxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Tel (000) 000-0000
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EXHIBIT 10.17
LETTER OF INTENT
FOR THE PURCHASE OF ALL THE STOCK OF
AA BC COMPUTER ASSOCIATES
Wednesday, October 12, 2005
Xxxxx X. Xxxxxx
AABC Computer Associates
000 Xxxx xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Dear Xx. Xxxxxx:
IVI Communications, Inc. ("Buyer"), a Nevada corporation, is pleased to submit
this letter of intent (the "Letter of Intent") regarding the acquisition of all
of the assets of AABC Computer Associates ("AABC"). You (the "Proprietor") are
the sole proprietor and own 100% of the assets of AABC.
Buyer's acquisition of the assets of AABC shall hereafter be known as the
"Transaction" and the date of the consummation of the Transaction shall be the
"Close" or the "Closing". Buyer will issue to you $ 150,000 worth (the "Total
Consideration") of its unregistered common stock for all of the assets of AABC
as set forth below subject to the terms and conditions of this Letter of Intent.
It is intended that AABC will operate as a division of the Buyer and will
hereinafter be referred to as "AABC Division." The Transaction, including terms
and conditions, is described in greater detail below.
1. DEFINITIVE PURCHASE
----------------------
AGREEMENT The parties to this Letter of Intent will endeavor to finalize and
execute a definitive purchase agreement (the "Definitive Purchase Agreement")
defining the Transaction which shall include the terms below and such other
provisions as may be mutually agreed upon, on or before November 7, 2005.
2. THE TRANSACTION
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2.1 STOCK PURCHASED
The Transaction shall include the purchase of:
o All of the assets of AABC free and clear of all liens and
encumbrances.
o It is also agreed that the Proprietor will enter into an Employment
Agreement with AABC Division for a twenty-four month period with terms
that are mutually agreeable to you and Buyer. It is further agreed
that the Employment Agreement shall contain standard non-competition
provisions.
2.2 TOTAL CONSIDERATION Buyer will issue to you at Close $ 150,000 worth
of its unregistered common stock. The issuance of said stock is
dependent upon Xxxxx's successful due diligence of your business and
the ability to provide Buyer with audited financial statements or in
the opinion of the Buyer for you to be able to obtain audited
statements within a reasonable period of time and at a reasonable
cost.
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3. REPRESENTATIONS AND WARRANTIES
---------------------------------
The Definitive Purchase Agreement shall contain representations and warranties
typical in a transaction of this size and nature including a non-compete
provision.
4. CONDITIONS PRECEDENT AND SUBSEQUENT TO THE CLOSING
------------------------------------------------------
The Definitive Purchase Agreement shall provide for the following conditions
precedent to closing:
4.1 You, shall have executed a mutually agreeable Employment Agreement
with AABC Division whereby you will have agreed to continue to act in
your current capacity with AABC Division for a twenty-four month
period of time and thereafter by mutual agreement for additional
twelve month periods of time and to not compete with Buyer for a
period of twenty-four months from the Close.
4.2 All required governmental approvals necessary for the Close and for
the operations of Buyer in the manner that AABC operated prior to the
Transaction shall have been attained.
4.3 AABC will provide audited financial statements for fiscal year 2004
that are prepared according to GAAP or at the discretion of Buyer to
assist Xxxxx obtain audited financial statements.
5. MATERIAL ADVERSE CHANGE
--------------------------
There shall have been no material adverse change in the business, assets,
operations, or prospects of AABC prior to the Close, relative to the state of
AABC as of the date of this Letter of Intent. You shall notify Buyer of any
material changes should they occur.
6. DUE DILIGENCE
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Buyer shall have concluded its due diligence and found the results acceptable.
7. DOCUMENTATION
----------------
Buyer shall determine the documentation necessary for closing the Transaction.
8. APPROVAL PROCESS
-------------------
Successful completion of Buyer's internal approval process.
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9. CLOSING
----------
The Closing of the Transaction is anticipated to occur on or before November 7,
2005.
10. ACCESS TO INFORMATION
-------------------------
To the extent reasonably required for the purpose of the Letter of Intent and
Definitive Agreement, you will cause Buyer, its counsel, accountants, advisors
including Stanton, Walker & Company, certain insurance brokers, lenders, and all
other reasonable representatives of Buyer ("Representatives") to have access,
during normal business hours, prior to the Expiration Date, to all of the
properties, books, contracts, and records of AABC, and will cause to be
furnished to Buyer and its Representatives all such information concerning the
affairs of AABC as Buyer or such Representatives may reasonably request. Buyer
and its Representatives shall have access to customers and suppliers of AABC for
the purpose of gaining information.
11. EXCLUSIVITY
----------------
During the Term of this Letter of Intent, AABC shall not directly or indirectly
through any director, officer, employee, agent, representative (including,
without limitation, investment bankers, attorneys and accountants) or otherwise,
(i) solicit, initiate or encourage submission of proposals or offers from any
third party, relating to any acquisition or purchase of all or a material
portion of AABC's assets, or any equity interest in it, or any transaction,
consolidation or business combination with it, or (ii) participate in any
discussions or negotiations regarding, or furnish to any person any information
with respect to, or otherwise cooperate in any way with, or assist or
participate in, facilitate or encourage, any effort or attempt by any person to
do or seek any of the foregoing.
12. EXPIRATION DATE
-------------------
Unless extended by agreement of the parties, this Letter of Intent shall expire
the earlier to occur of six weeks after the mutual execution of this Letter of
Intent or the execution and delivery of the Definitive Purchase Agreement (the
"Expiration Date"). Expiration of this Letter of Intent shall not otherwise
limit any of Buyer rights set forth herein.
13. COUNTERPARTS/Facsimile Signatures
-------------------------------------
This letter may be executed in one or more counterparts which when taken
together shall constitute but a single instrument. In addition, the parties
hereto agree that this Letter of Intent may be executed by facsimile signatures
and such signatures shall be deemed originals.
14. ARBITRATION
---------------
All claims demands, disputes, controversies, differences, or misunderstandings
between the parties relating to this Letter of Intent shall be settled by
arbitration, in accordance with the rules of the American Arbitration
Association, and judgment of the award rendered by the arbitrator or arbitrators
may be entered and enforced in any court having jurisdiction.
15. PUBLIC DISCLOSURE
---------------------
AABC will not make any disclosure of the existence of this Letter of Intent or
any terms of this Letter of Intent without the consent of the Buyer, unless
required by law.
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Sincerely,
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Chief Executive Officer
PLEASE INDICATE ACCEPTANCE OF THE ABOVE TERMS AND CONDITIONS BY SIGNING BELOW
Accepted this 12th day of October, 2005 by
AABC COMPUTER ASSOCIATES
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
