Exhibit 4.2
PERFORMANCE INTERCONNECT CORP.
00000 X. Xxxxxx Xxxxxxx
Xxxxx 0000
Xxxxxx. XX 00000
November 29, 1999
Mr. Hin Hiong Khnoo
Nations Corp
VIA FAX 000 00 000 0000
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The purpose of this letter is to evidence our agreement regarding the
investment by Nations Corp ("NC") into Performance Interconnect Corp.
("PIC").
PIC has signed a Letter of Intent to enter into a reverse merger with ESPO's
Inc. a publicly traded non-reporting corporation whose symbol is SPOS
("SPOS"). Pursuant to the reverse merger agreement, the total number of
issued and outstanding shares of SPOS will be 5,885,000 immediately after
the closing.
The terms of the NC investment are as follows:
1. NC will transfer 300,000 shares of common stock in uniView Technologies
Corp to PI or its assignee at a value equal to the stock closing price
on November 29, 1999, $2.875 per share, plus a premium of .125 per
share, for a total of $3.00 per share.
2. PI will cause SPOS to issue convertible preferred stock to NC at
follows immediately after the closing of the reverse merger.
a. The redemption value of the preferred stock shall be equal to the
value of the uniView stock (i.e. $3.00 x 300,000). a total of
$900,000.
b. The preferred stock will have a six-percent annual dividend rate,
payable quarterly in cash.
c. The preferred stock will be convertible into SPOS common stock at
the rate of $3.00 per share for five years.
Mr. Hin Hiong Khoo
November 29. 1999
d. SPOS will give NC standard registration rights for shares
converted into common stock. The stock will not be subject to
Rule 144.
3. SPOS and NC shall sign such documents as are necessary to carry out
this Agreement.
Sincerely,
/s/
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D. Xxxxxx Xxxxx
Chairman
AGREED:
/s/
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Hin Hiong Khoo
/s/
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Xxxxxxxxxx Xxxx
