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EXHIBIT 10.1
FoneCash, Inc.
90 Park Avenue
Suite 1700
New York, NY 10016
(212) 984-0641
June 19, 2000
Universal Information Technology Limited
6/F., Zeng Cheng Building
82-84 Canton Road
Tsimshatsui, Kowloon
Hong Kong
Attention: Mr. David P.C. Cheung
Mr. Joseph A. Yeung
Gentlemen:
This letter confirms our discussions to date regarding the proposed joint
venture between FoneCash, Inc. ("FoneCash") and Universal Information Technology
Limited ("UITL"). In contemplation of the foregoing, the parties have created a
new Hong Kong company, FoneCash.com, Ltd. ("Newco") which will be owned 50% by
UITL and 50% by FoneCash. FoneCash, in return for its ownership interest will
grant to Newco, an exclusive license for China, for a term to be agreed upon, in
its proprietary technology, commonly referred to as the "FoneCash Terminal" (the
"License"); and UITL, in return for its ownership interest, will provide
operating capital for the period ending upon completion of a contemplated $3-$5
million private placement (the "Private Placement"). The Private Placement is
anticipated to be completed within 6 months from the execution of the Definitive
Agreement, as hereinafter defined. Participants in the Private Placement will
receive up to 48% of Newco upon completion of the Private Placement for the
maximum amount of $5 Million. The parties anticipate that Newco will apply for
listing on the Hong Kong GEM Board after two (2) years of operating history.
Anything to the contrary herein notwithstanding, in the event investors in
the Private Placement desire to invest directly into FoneCash, FoneCash agrees
to negotiate in good faith the terms of such investment, including (i) the
percentage of FoneCash to be owned by those investors and (ii) the payment of a
finder's fee to UITL in shares of common stock of FoneCash to UITL for providing
such investors.
Providing no adverse tax consequences to FoneCash, FoneCash would agree
upon request of UITL to grant the License to Tech Unity Technology Ltd. ("Tech
Unity"), a British Virgin Island company (as opposed to Newco) which would be
owned 50% by FoneCash and 50% by UITL. Tech Unity would, in such event,
sub-license the FoneCash technology to Newco in exchange for 80,000,000 shares
of Newco's common stock. Tech Unity further agrees to transfer the License to
Newco, if necessary, to list Newco's securities on the Hong Kong GEM Board.
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The structure of Newco, including the number of shares of common stock to
be issued by Newco, will be agreed upon by the parties after consultation with
Hong Kong counsel. Currently, Newco has 200,000,000 shares of its common stock
authorized, $1.00 Hong Kong par value per share, of which 2 shares are issued
and outstanding.
(1) conditions. The intent of FoneCash and UITL to consummate the
transaction described herein is subject to the following conditions:
(a) Execution of a Definitive Agreement. FoneCash and UITL shall endeavor to
execute a definitive agreement covering the proposed transaction (the
"Definitive Agreement") under the terms and conditions set forth in this letter
and such further terms, provisions, agreements, covenants, representations and
warranties satisfactory to FoneCash and UITL including:
(i) general warranties as to the License; and
(ii) representations, indemnification's and covenants which shall
survive the effective date of the transaction and which will, in the opinion of
the parties, be adequate to protect their respective interests.
(b) Access to Books and Records. Pending the execution of the Definitive
Agreement and subject to the execution of a Confidentiality Agreement, FoneCash
and UITL shall give each other or their designated representatives, full access
to their books of original entry, ledgers, bank statements, minute books,
shareholder lists, contracts, patents, trademarks and all other documents
maintained by them in connection with their business operations. FoneCash and
UITL shall each furnish each other and/or their counsel, with copies of their
respective Articles of Incorporation, By-laws, board minutes, shareholders
minutes, stock ledgers and such other documents that each party might reasonable
request.
(2) Expenses of Parties. FoneCash and UITL shall each bear their own
costs and expenses of the proposed transaction including those incurred if the
proposed transaction is abandoned at any time prior to the consummation thereof.
(3) Public Announcement. Upon the execution of this letter, FoneCash may
in its sole discretion prepare a public announcement to be submitted to the
media in such form and contain such
(4) Other Matters.
(a) It is contemplated that the Definitive Agreement will be executed within
thirty (30) days from the date of this letter, or such later date as is agreed
to by the parties.
(b) The present officers, directors and principal shareholders of UITL agree
to cooperate with FoneCash in connection with the filing of a Form 8-K with the
Securities and Exchange Commission.
(c) The Board of Directors of Newco shall consist of seven (7) board members,
two (2) of whom shall be FoneCash officers and/or directors; two (2) of whom
shall be UITL officers and/or directors; one (1) of whom shall be an independent
director appointed by FoneCash; one (1) of whom shall be an independent director
appointed by UITL; and one (1) of whom shall be an independent director
appointed by mutual agreement of the parties.
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(d) Newco shall enter into a consulting agreement with Tech Unity Technology
Limited, a Hong Kong company ("Tech Unity HK"), for management consulting
services provided that 100% of the fees for such services are paid by UITL
through payment to Newco who in turn will pay Tech Unity HK.
This letter outlines the major terms of the proposed agreement between our
respective companies. It is understood that on the basis of the foregoing
understanding concerning major terms, the parties shall begin negotiations of
the Definitive Agreement with the view to consummating the transaction as
promptly as possible. The execution and delivery of the Definitive Agreement is
subject to satisfactory completion of a "due diligence" investigation by our
respective companies, approval of our respective counsel, approval of the Board
of Directors of our respective companies and, if required, their shareholders.
Although we confirm our mutual intention to proceed in good faith to conclude a
mutually satisfactory Definitive Agreement, this letter shall not constitute a
binding agreement to do so. No obligation shall arise on the part of either
FoneCash or UITL unless the Definitive Agreement is duly executed and delivered,
and the respective obligations of the parties shall be those, and only those,
created by such agreement.
If this letter reflects our understanding, please execute the enclosed
copy in the space provided below and return it to us.
Very truly yours,
FoneCash, Inc.
BY: /s/ Daniel E. Charboneau
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President
Agreed and Accepted:
Universal Venture Ltd.
By: /s/ Joseph A. Yeung
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Executive Director
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