BISELL INVESTMENTS INC.
East Bay Shopping Center
Suite A-159, P.O. Box N-1836
Nassau, The Bahamas
August 23, 2000 Via Fax No. 619-421-2653
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American Electric Automobile
Company Inc.
4190 Bonita Road
Suite 105
Bonita, CA
91902
Attention: Mr. Edward F. Myers II -
Chairman
Dear Mr. Myers:
Re: BISELL INVESTMENTS INC. and Purchasing Group Purchase of shares in
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AMERICAN ELECTRIC AUTOMOBILE COMPANY INC. - Letter of Agreement
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By this letter, Bisell Investments Inc. and a purchasing group (the
"Purchaser"), hereby offer to purchase Three Million Two Hundred and Fifty
Thousand (3,250,000) Restricted Shares ("the Shares") of American Electric
Automobile Company Inc. ("AEAC") on the terms and conditions as set out
herein:
1. The Purchase Price shall be the sum of Two Hundred and Seventy-Five
Thousand Dollars ($275,000.00) payable as follows:
i) Seventy-Five Thousand Dollars ($75,000.00) on the Closing Date;
ii) Seventy-Five Thousand Dollars ($75,000.00) on the thirtieth day
after the Closing Date;
iii) Seventy-Five Thousand Dollars ($75,000.00) on the sixtieth day
after the Closing Date;
iv) Fifty Thousand Dollars ($50,000.00) on the ninetieth day after the
Closing Date.
The Purchaser shall be entitled to prepay all or a portion of the
instalments due prior to the instalment due dates.
2. The Purchaser shall receive twelve (12) shares of AEAC for each dollar
advanced pursuant to paragraphs 1(i), (ii) and (iii) above, to be released to
the Purchaser at the time of each advance. Upon payment of the final
instalment of Fifty Thousand dollars as indicated in paragraph 1(iv) above,
the Purchaser shall receive Five Hundred and Fifty Thousand (550,000) shares
for a total of Three Million Two Hundred and Fifty Thousand (3,250,000)
shares. Upon the signing of the Agreement of Purchase and Sale as more
particularly described in paragraph 15 herein, AEAC shall take the necessary
steps to issue all of the Shares in the name of the Purchaser and the
purchasing group, which shares shall be held in escrow by the Purchaser's
lawyer, Stephen Cohen, and released to the Purchaser pro-rata in
accordance with the payments made at each stage. Prior to receipt of the
respective instalments for the Shares, the board of California Electric
Automobile Company Inc. ("CEAC") shall have a proxy on the voting rights for
the Shares which are held in escrow.
3. The Purchaser shall have the option to purchase an additional Three
Million (3,000,000) shares at a purchase price of Eight Cents ($0.08) per
share. This option shall be open for a period of two (2) years from the
Closing Date.
4. The Closing Date shall be following the date the Purchaser's
representatives complete their due diligence review at the offices of AEAC.
You will provide full disclosure of AEAC's and its subsidiaries' books,
records and statements, including but not limited to all leases, licences,
contracts, title documents, all minute books, share certificate books, share
registers and other corporate documents, as well as all books, records,
accounts, financial statements, copies of all patents and patent applications,
patentability opinions, non-infringement analyses, patent assignments, patent
licenses, patent search results and patent enforcement insurance policies, if
any. You will also provide lists and proof of all liabilities and any other
data which, in the opinion of the Purchaser's representatives, are required to
make an examination of AEAC and the business in order to carry out customary
due diligence, including intellectual property due diligence if applicable.
After conducting its investigations and being satisfied with the results
thereof, the Purchaser shall advise you in writing whether it wishes to pursue
this transaction or whether it does not wish to pursue the transaction.
Provided the Purchaser wishes to pursue this transaction, it shall pay the
first instalment of Seventy-Five Thousand Dollars ($75,000.00) (less the
Twenty Thousand Dollars ($20,000.00) advanced pursuant to paragraph 5 herein)
towards the Purchase Price forthwith. The date on which the Purchaser pays
such first instalment shall be the Closing Date.
5. Prior to the Closing Date and following the execution of this Letter of
Agreement by AEAC, the Purchaser shall advance AEAC the sum of Twenty Thousand
Dollars ($20,000.00) (the "Advance") to assist in covering the expenses of
AEAC in the interim. The Advance shall be made on account of the first
instalment of Seventy-Five Thousand Dollars ($75,000.00) as indicated in
paragraph 1(i) herein. In consideration of the advance, AEAC with issue
Two Hundred and Forty Thousand (240,000) shares to the Purchaser.
6. The Purchaser will be entitled to appoint the officers and directors of
AEAC on the Closing Date. Edward F. Myers II ("Myers") will continue to serve
on the board of CEAC and run the day-to-day operations of CEAC.
7. AEAC represents and warrants that as of the Closing Date, there will be a
total of no greater than Two Million Five Hundred Thousand (2,500,000) issued
and outstanding shares of AEAC. AEAC also represents and warrants that the
only outstanding options to purchase shares in AEAC total no greater than One
Hundred and Fifty Thousand (150,000) Shares at Seventy-Five Cents ($0.75) per
share.
8. AEAC represents and warrants that the following individuals are entitled
to receive shares from AEAC in exchange for past services provided as follows:
i) Gary Degano 50,000 shares;
ii) Gary Jackson 60,000 shares;
iii) Edward Myers 100,000 shares.
9. The Purchasers agrees that it will not reverse split the stock of AEAC
more than three (3) for one (1) during the two (2) year period after the
Closing Date.
10. It is understood that Myers and/or EFM Venture Group Inc. will receive
the total sum of Ten Thousand Dollars ($10,000.00) from AEAC upon the payment
of each instalment of the Purchase Price. Such payments are re-payment of
loans that have been made to AEAC totalling Forty Thousand Dollars
($40,000.00). The balance of the Purchase Price shall be used mainly for
operating expenses for CEAC, as well as for administrative expenses for AEAC.
11. The Purchaser agrees that, in the event that AEAC discontinues the
electric vehicle business within one (1) year of the Closing Date, the
Purchaser agrees to sell CEAC to Myers for the Appraised Value of CEAC at the
time of the sale. The Appraised Value of CEAC shall be determined by an
independent business appraiser agreed to by both Myers and the Purchaser.
The Appraised Value shall be shall be amortized over five (5) years payable in
quarterly instalment subject to a six percent (6%) per annum interest charge,
and shall be secured by a Promissory Note signed by Myers. The sale provision
herein shall be valid save and except if the Purchaser receives a bona fide
offer to purchase CEAC from a third party arms-length purchaser (the "Third
Party Offer").
12. The location of the day-to-day operations offices of AEAC will be
determined by the Purchaser.
13. The transaction will be governed in accordance with the laws of
California, U.S.A.
14. AEAC will provide the Purchaser's authorized representative(s) with
access to the offices of AEAC during regular business hours in order to
conduct its due diligence searches of the books and records of the business
and assets of AEAC.
15. The parties agree to act reasonably and use their best efforts to
negotiate an agreement of purchase and sale with respect to the transaction
which will contain the warranties, representations and general terms which are
usual in transactions of this nature, as well as incorporate the terms herein.
16 All monetary amounts referred to herein shall be in United States Dollars.
17. All Federal and State Securities laws will be complied with in this
transaction.
18. The parties agree that Tom Coldicutt shall be issued One Hundred and
Fifteen Thousand (115,000) Restricted Shares of AEAC as a finder's fee.
19. The Purchaser agrees there shall be five (5) directors on the board of
CEAC. Myers shall have the right to appoint three (3) directors and the
Purchaser shall have the right to appoint two (2) directors. The parties
agree that Myers' right to appoint directors to the board of CEAC shall
continue for a period of eighteen (18) months from the Closing Date and that
AEAC shall not remove any director chosen by Myers for said eighteen (18)
month period without Myers' consent.
If the foregoing is acceptable, would you kindly sign and return this
letter by fax with the original to follow by mail.
Yours truly,
BISELL INVESTMENTS INC.
Per: PIERRE QUILLIAM
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PIERRE QUILLIAM
President
The undersigned accepts the foregoing offer and agrees to negotiate in good
faith toward completing a formal agreement to reflect such terms.
DATED at Bonita , California this 23rd day of August, 2000.
American Electric Automobile
Company Inc.
Per: EDWARD F. MYRES II
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Name: Edward F. Myers II
Title: Chairman
I have authority to bind the Corporation
Per: BETTY N F. MYRES
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Name: Betty N. Myers
Title: Secretary
I have authority to bind the Corporation
