XXXXXX XXXXX MOON
00 Xxxxxx Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxx, X0X 0X0
Tel: 000-000-0000 Fax: 000-000-0000
Xxxxxxx Xxxx, CEO April I7, 1999
Go Call Inc.
00 Xxxxx Xxxxxx, Xxxx,
Xxxxxxxxx, Xxxxxxx X0X 0X0
Re: Indexus Inc.
----------------
Dear Xx. Xxxx:
This will confirm our agreement made between Xxxxxx Xxxxx Xxxx ("Moon") and
Go Call Inc., relating to the creation of a new joint venture company to be
known as Indexus Inc. (or some variation thereof) upon the following terms and
conditions:
1. NAME OF COMPANY - Indexus Inc. (or some variation thereof) ("Newco")
Go Call Inc. which is the owner of the registered "Indexus" would consent
to our use of that name and would grant Newco a royalty free license for
unlimited time to use such word in Newco's Corporate name and related marketing.
2. NATURE OF BUSINESS - The Business of Newco is to create and operate an
internet comparison shopping services, internet yellow page services, other
related businesses such as banner advertisement and IPG (International
Programmers Guild) ("program")
3. DIRECTORS - Newco's sole director and officer would be:
Xxxxxx Xxxxx Xxxx - Director and President
4. COMPANY'S CAPITAL -Newco requires US$1,250,000.00 to pursue the aforesaid
program.
5. PROPOSED SHARE STRUCTURE - Newco would issue the following common shares and
preferred shares.
Xxxxxx X. Xxxx - 510,000 Common Shares for a subscription price of US$0.05 per
share (or his nominee)
Go Call Inc. - 490,000 Preferred Shares for a subscription price of US$2.50 per
share which are to be convertib1e into common shares (1 for 1) at Go Call's
discretion. No additional shares will be issued by Newco without Go Call's
permission, but Go Call shall not withhold its permission unreasonably.
6. PAYMENT OF SUBSCRIPTION PRICE - Go Call's obligation of the 490,000 preferred
shares in the amount of US$1,225,000.00 shall be satisfied by:
The issuance, allotment and delivery to Newco by Go Call Inc. of US$1,225,000.00
worth of shares in the capital of Go Call Inc., which will be subject to
restriction of one (l) year on resale to be valued at the lower of (i) average
closing price for its shares during the month preceding the acceptance hereof,
or (ii) UD$1.30 per share. The aforesaid shares shall be transferred for the
purpose of the aforesaid "Program" through private placement (selling) by living
Moon.
7. LENDING OF EQUIPMENT, ETC. - Go Call Inc. agrees to lend to Newco some
equipments such as computers, softwares and desks as designated by Go Call Inc.
8. PURCHASE AGREEMENT - In the event Newco completes the creation of the
required software for the program to Go Call's Satisfaction and achieve the
listing of a minimum of 30,000 items and / or businesses on the program
(collectively the "precondition"), then Xxxxxx Xxxx has an option by written
notice to Go Call Inc. to require Go Call Inc. to purchase from Xxxxxx Xxxx his
510,000 shares (for 51% minimum in any case) in the capital of Newco for a
purchase price of US$5,000,000.00 to be payable by the issuance by Go Call of
its shares, listed on U.S. Stock Exchange (which shares will be subject to no
restriction on transfer or sale except those required by security law) which
shares will be valued at the average closing price for its shares during the
month preceding the exercise by Xxxxxx Xxxx of its option aforesaid. Such option
shall be wxercised by Xxxxxx Xxxx by written notice to Go Call to be given
within 180 days of Newco Achieving the preconditions and the closing of the
transaction shall take place within 60 days of the giving of such notice.
If the foregoing accurately reflects the terms and provisions of our mutual
agreement, please sign and return the duplicate copy of this letter and retain
the original for your files.
Yours truly,
/s/ Xxxxxx Xxxxx Xxxx
Xxxxxx Xxxxx Xxxx
We confirm our agreement with the foregoing terms and provisions and agree to
perform and discharge our obligations contained therein, this 21st day of April,
1999
Go Call Inc.
per /s/ Xxxxxxx Xxxx
--------------------------- -----------------------------
Witness Xxxxxxx Xxxx - CEO
I have authority to bind the
corporation
