HEADS OF AGREEMENT
RECITALS:
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Whereas, Kaiden S.A., Galerie St.-Francois 8 - X.X. Xxx 0000 - XX - 0000,
Xxxxxxxx, Xxxxxxxxxxx owns seventy-five per cent (75%) of Crys-Tel
International, Inc. (hereinafter "CT"), and
Whereas, Pacrim Information Systems, Inc.,1390 Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 owns twenty-five per cent (25%) of CT, and
Whereas, Crys-Tel Xxxxxxxxxxxxxxxxxxx.xxx, Inc., a Florida corporation trading
on the NASD Electronic Bulletin Board under the proposed symbol CCOM,
(hereinafter "CCOM") shall acquire the after tax cash flow of CT by means of CT
directing all income streams from Barbados and from its wholly owned Alberta
subsidiary Crys-Tel Telecommunications, Inc. and from a thirty per cent joint
venture named Crys-Tel Italia S.P.A. and all other income streams to CCOM, and,
Whereas, CCOM has one million free trading shares issued and shall allot a
further one million five hundred thousand no par value common shares with s.
144 legend attached as well as seven million five hundred thousand preference
shares to acquire the after tax income stream of CT.
NOW, THEREFORE, IN CONSIDERATION OF TEN DOLLARS, THE COVENANTS HEREIN AND OTHER
GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED,
the parties hereto agree as follows:
EXCHANGE OF PROMISES
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1.) This Heads of Agreement shall be replaced by a more comprehensive and
detailed agreement as soon as all counsel are available to create same.
However, this clause in no way detracts from the legal and binding
nature of this Heads of Agreement. The more comprehensive and detailed
agreement shall add relevant covenants and warranties yet not detract
from the basic contract and understanding between the parties hereto.
2.) CT shall be caused by its shareholders Kaiden and Pacrim to assign one
hundred per cent (1 000/a) of its after tax income stream from its
Barbados, Alberta, Italian and all other worldwide operations to CCOM
in consideration of one million five hundred thousand no par value
common shares, subject to s. 144 restrictions and seven million five
hundred thousand preferred shares of CCOM
TERMS AND CONDITIONS
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1.) The seven million five hundred thousand preferred shares shall be
convertible into no par value common shares pursuant to the following
formula:
(a) on a quarterly basis, beginning January 1, 1.999, one U.S.
dollar of after tax earnings stream received by CCOM shall entitle but not
oblige preferred shareholders to convert one preference share to one no par
value common share, subject to s. 144 restrictions.
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2) The income stream is generated from an International Business Corporation
domiciled in Barbados, West Indies (CT) whereby income tax of 2.5%
and then diminishing rates are payable and this income stream is free
from Internal Revenue Service attribution rules.
3.) Upon execution of this agreement by Xxxxxx Xxxxxxxxx, President of CCOM,
Interwest Transfer Co., Inc. 0000 X. 0000 Xxxxx, Xxxxx 100, Slat lake
City, Utah, USA 48117, shall be directed to issue share certificates as
directed by the Vendors, Kaiden and Pacrim.
4.) Upon shares being issued as outlined in section three hereto, Xxxxx X.
Xxxxxxx shall accept the Position of President of CCOM and issue a News
Release, a draft copy of which is attached hereto.
GENERALITIES
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1.) All parties hereto warrant and represent that they have full authority
to enter into a final agreement consistent with this Heads of Agreement.
2.) All parties agree to Issue a News Release outlining the terms and
conditions herein, a description of the business of CT, the election of
a new President and the share structure of CCOM after execution of this
Heads of Agreement.
KAIDENS S.A. PACRIM INFORMATION SYSTEMS
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BY ITS AUTHORIZED SIGNATORY BY ITS AUTHORIZED SIGNATORY
PROGRESSIVE GENERAL CORPORATION
(to be named Crys-Tel Telecommunications com, Inc.)
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BY ITS AUTHORIZED SIGNATORY
DATED FOR REFERENCE THIS 19 DAY OF NOVEMBER, 1998.
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