August 3, 2000
Letter of Intent
This is a letter of intent of Kanakaris Wireless (KKRS) to consummate the
attached items with the following additions:
The attached items are:
1.1 Term Sheet dated July 28, 2000
1.2 Exhibit "A" dated July 28, 2000
1.3 Exhibit "B"
The following additions are hereby agreed to:
2.1 $175,000 of the $1,200,000 referenced in the Term Sheet to be paid upon
mutual signing of this Letter of Intent.
2.2 $125,000 of the $1,200,000 referenced in the term sheet to be paid within 30
days after the mutual signing of this letter of Intent.
2.3 There are no changes to the payment schedule outlined in Exhibit "A"
2.4 KKRS and PCS Link, Inc dba Greenwood & Hall (G&H) will endeavor during the
next 30 days to begin the process of acting as one corporation with a phase in
of various joint operating procedures.
2.5 KKRS and G&H will mutually endeavor to reach a definitive agreement at the
earliest possible date with a target date no later than Sept. 15, 2000. In the
interim, G&H will deliver to KKRS notes for money paid by KKRS to G&H prior to
the signing of the definitive agreement. These notes will be at 10% simple
interest and will be collateralized by stock in G&H. The amount of collateral
will be shares representing 25% ownership of G&H while $300,000 in loans are
outstanding. The collateral will be tendered pro rata based on monies received
from KKRS. The loans will be converted into paid-in capital at the signing of
the definitive agreement and interest accrued to that point will be forgiven.
The signing of the Letter of Intent indicated the mutual approval of
aforementioned attachments (1.1, 1.2, 1.3).
A signed and dated facsimile copy of this agreement shall be mutually binding.
/s/ Alex Kanakaris Date: August 4, 2000
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Alex Kanakaris
Chairman & CEO
Kanakaris Wireless
/s/ John Hall Date: 8/4/2000
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John Hall
CEO
PCS LINK, Inc.
<PAGE>
Kanakaris Wireless
Term Sheet
for
Acquisition of PCS Link, Inc. (dba Greenwood & Hall)
By
Kanakaris Wireless
ACQUISITION STRUCTURE: Kanakaris Wireless, a Nevada corporation ("KKRS"), would
acquire all of the outstanding shares of stock, on a fully diluted basis
including options or convertible securities, of PCS Link, Inc., a California
corporation, dba Greenwood & Hall (hereafter referred to as "G & H"). The terms
identified in this document are in effect for thirty (30) days from the date of
signature of the parties below.
PURCHASE PRICE: The aggregate purchase price for the stock of G & H is expected
to be:
1. Three million (3,000,000) shares of KKRS Common Stock (with
144 legend) issued at the time of the Closing; and
2. Two million (2,000,000) shares of KKRS Common Stock (with 144
legend) to be issued approximately one (1) year after Closing
upon the successful performance of a mutually agreed upon
benchmark to be specified in the Definitive Agreement.
NON-DIRECTORS/OFFICERS SHAREHOLDERS: Non-Directors and/or Non-Officers receiving
KKRS Common Stock as a result of this Transaction shall agree to a limited
number of shares that can be sold during any given month. The exact number of
shares shall be specified in the Definitive Agreement and shall not unreasonably
restrict the ability of Non-Directors and Non-Officers from selling their
respective interests in KKRS.
INVESTMENT INTO G & H: KKRS is committed to provide the capital for G & H to
grow the business based on business plans presented to the Board of Directors of
KKRS dated June 2000, and successful performance thereon, with $1,200,000 to be
invested during the first year following the Closing, according to a mutually
agreeable schedule between the parties to be included as an exhibit of the
Definitive Agreement.
EMPLOYMENT CONTRACTS: KKRS will draft employment contracts for the three
principal officers of G & H with satisfactory terms, and compensation that is
consistent with figures in the business plan, which allows G & H to meet their
business plan goals. In addition to the employment contracts KKRS will approve a
"signing" bonus in the aggregate of $162,500 to be divided between the principal
officers of G & H based on proportionate ownership in G & H. Payment of this
signing bonus will be made in accordance to the attached schedule, Exhibit "A."
BOARD OF DIRECTORS & OFFICER POSITIONS: KKRS will provide two (2) board seats to
be filled by the principals of G & H. Additionally, the three (3) existing
officers of G & H shall have the roles, responsibilities, and job descriptions
as defined in Exhibit "B," hereto attached.
CLOSING: Completion of the Definitive Agreement and Closing is expected to occur
prior to September 15, 2000
DUE DILIGENCE ACCESS: During the negotiation of this term sheet and thereafter
up to and through the Closing, G & H will afford KKRS complete access to all
accounting books, records, and other related documents, and information as
required, and the ability to discuss matters with employees and independent
accountants.
NO SOLICITATION OR NEGOTIATION: G & H will not, and will cause their officers,
directors, shareholders, representatives, agents and employees not to solicit or
negotiate, directly or indirectly, with any third party to acquire any of G & H
shares or all or a substantial portion of the assets of the Company, regardless
of the form of such transaction during the period this Term Sheet is in effect.
<PAGE>
CONDITIONS TO CLOSING: The consummation of the acquisition will be conditioned
on, among other things:
1. Approval of the definitive acquisition agreement by the Board
of Directors of KKRS and G & H;
2. The negotiation, execution and delivery of a definitive
acquisition agreement and related documentation; and
3. Satisfactory completion of customary business, legal and
financial due diligence by KKRS and G & H, as soon as
practical.
CONFIDENTIALITY: Until such time as the definitive agreement is executed and
delivered by G & H and KKRS, no party shall issue or cause the publication of
any press release or other announcement with respect to this Term Sheet or the
proposed acquisition. Upon the execution and delivery of the definitive
agreement, no party shall issue or cause the publication of any press release or
other announcement with respect to the acquisition without the advanced consent
of the other party, except that KKRS is permitted to make any announcement its
counsel deems necessary under applicable securities laws.
DRAFTING PARTY: Counsel for KKRS will draft the definitive acquisition
documents. The definitive agreements will contain customary representations and
warranties for this type of transaction, including with respect to intellectual
property matters and will be governed by California law and jurisdiction unless
KKRS provides otherwise in any particular agreement, and will contain other
representations, warranties, covenants, conditions and indemnities as are
customary for transactions of this kind.
EXPENSES: Each party will pay its own costs incurred in connection with the
evaluation and consummation of this transaction with G & H being responsible for
the "seller" transaction costs. G & H will be solely responsible for any fee or
compensation for finders or investment bankers, due AM Razo & Company, which
shall be paid from the proceeds of this transaction.
Other than the sections titled Due Diligence Access, Conditions to Closing and
Confidentiality, this Term Sheet does not constitute an offer, agreement,
agreement in principle, agreement to agree, or commitment to enter into any
transaction, which would only be made upon the execution and delivery of a legal
definitive agreement acceptable to all parties and their respective counsel.
Concurred to on this 28th day of July 2000.
PCS LINK, Inc., A California Corporation
/s/ John Hall
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John Hall
Chief Executive Officer
KANAKARIS WIRELESS, A Nevada Corporation
/s/ Alex Kanakaris
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Alex Kanakaris
Chairman
<PAGE>
Exhibit "A"
Schedule For Payment of Signing Bonuses to G&H Officers
At Closing $ 100,000
30 Days After Closing $ 25,000
60 Days After Closing $ 25,000
90 Days After Closing $ 12,500
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Total $ 162,500
Concurred to on this 28th day of July 2000.
PCS LINK, Inc., A California Corporation
/s/ John Hall
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John Hall
Chief Executive Officer
KANAKARIS WIRELESS, A Nevada Corporation
/s/ Alex Kanakaris
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Alex Kanakaris
Chairman
<PAGE>
Exhibit "B" - Job Descriptions of G&H Officers At
Kanakaris Wireless
The three (3) existing G&H officers shall act as co-managers of the
iSynergistics Division. Each officer will hold the following titles and play the
respective roles within the Kanakaris Wireless' organization.
John Hall - President, iSynergistics Division
The President of Kanakaris Wireless' iSynergistics Division will oversee all
day-to-day operations of the contact center, customer relationship management
(CRM), logistics/fulfillment, corporate outsourcing, and consulting businesses
of Kanakaris Wireless. The oversight will include but not be limited to all
business development, public relations, product development, personnel, pricing,
and long-term strategic planning issues that relate to the iSynergistics
Division. The CEO will also be empowered to create strategic relationships that
grow the division, manage all client negotiations relating to the division, and
make decisions in all divisional personnel related matters. The CEO will also
sit on the Board of Directors of Kanakaris Wireless and be given a key role in
the management of company-wide telecommunications, infrastructure, and strategic
growth issues. The CEO will work closely with the Chairman, Vice Chairman, and
other members of the Board of Directors of Kanakaris Wireless in developing
budgets for the iSynergistics Division and meeting the on-going capitalization
requirements of the division.
Zan Greenwood - Chief Operating Officer, iSynergistics Division
The Chief Operating Officer of Kanakaris Wireless' iSynergistics Division will
co-manage the day-to-day operations of the contact center, customer relationship
management (CRM), logistics/fulfillment, corporate outsourcing, and consulting
businesses of Kanakaris Wireless. The COO will specifically oversee the
division's personnel issues, information and technical management, research and
development activities, and technical infrastructure and operating systems. The
COO will also work closely with the CEO and CFO on product development, client
management, and strategic planning issues that relate to the iSynergistics
Division. The COO will be given a key role in the overall management and
planning of company-wide technologies and technical infrastructure.
Frumi Barr - Chief Financial Officer, iSynergistics Division
The Chief Financial Officer of Kanakaris Wireless' iSynergistics Division will
co-manage the day-to-day operations of the contact center, customer relationship
management (CRM), logistics/fulfillment, corporate outsourcing, and consulting
businesses of Kanakaris Wireless. The CFO will specifically oversee the
division's finances, budgets, and capital growth requirements. The CFO will work
closely with the division CEO and company Chairman, Vice Chairman, and other
members of the Board of Directors of Kanakaris Wireless in developing budgets
for the iSynergistics Division and meeting the on-going capitalization
requirements of the division.The CFO may also play a broader role in the overall
financial and capital management of Kanakaris Wireless as required.
<PAGE>
Concurred to on this 28th day of July 2000.
PCS LINK, Inc., A California Corporation
/s/ John Hall
-------------
John Hall
Chief Executive Officer
KANAKARIS WIRELESS, A Nevada Corporation
/s/ Alex Kanakaris
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Alex Kanakaris
Chairman
