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EXHIBIT 10.35
Brian McAdams, 07 September 2000
MyHelpdesk, Inc. ("MHD")
Dear Brian:
In response to many telephone conversations over the past few days, we are
pleased to present a conditional offer for your consideration, as outlined
below.
1. PCsupport.com will acquire of all the assets, including all of the
software, contracts, documentation, know-how, show-how and
intellectual property of every kind developed by the Principals or
employees of MHD while employed by MHD. PCsupport.com will assume
liabilities and contingent liabilities as disclosed by MHD, not
including any bridge funding provided by the investors, nor any
shareholder loans.
2. PCsupport.com will issue to MHD 1,500,000 common shares of
PCsupport.com ("Base Shares") to be issued as follows:
a. 1,250,000 at Closing,
b. 250,000 one year from Closing, less the value of any material
deficiency in the assets acquired, and less the value of any
material undisclosed liabilities; valued for this purpose at
$2.00 per share.
3. All common shares of PCsupport.com referenced in number 2. above will
be registered at the time the company becomes listed on a major stock
exchange (e.g. NASDAQ Small Cap, National Markets) or one year after
Closing, which ever comes first, and subject to the same lock-up
periods as the principal shareholders of PCsupport.com. If the shares
referenced in section 2b above are issued prior to one year after the
Closing, such shares will be held in escrow until such one year period
has expired and will still be subject to cancellation pursuant to
section 2b above.
4. A pool of options on PCsupport.com common stock will be issued to the
founders and employees of MHD, according to PCsupport.com's Stock
Option Plan, who become employees of PCsupport.com, commensurate with
options awarded to PCsupport.com employees in similar positions.
5. Prior to the Closing, PCsupport.com and MHD will agree upon a budget
to develop the MHD business for the ensuing twelve months.
6. PCsupport.com will assume the on-going costs of maintaining the
business of MHD effective September 1, 2000 through to the Closing or
the cancellation of this offer to acquire, to a maximum of $100,000
per week calculated on a cumulative basis.
7. MHD will negotiate exclusively with PCsupport.com for the next 30 days
with respect to any sale of its assets or businesses. MHD will not
negotiate, initiate, or discuss any offer during such period, while
PCsupport.com performs due diligence on MHD's assets, employees and
business, broadly defined. MHD will not incur any further liabilities
in excess of $5,000 in aggregate, other than those incurred in the
normal course of business, without the prior written consent of
PCsupport.com during
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the next 30 days or until PCsupport.com cancels its offer.
PCsupport.com may cancel its offer without further liability if it is
unable in its sole discretion to satisfactorily complete its due
diligence during such period. In such event, all funding provided by
PCsupport.com to MHD will be converted into a senior debenture ranking
ahead of all other debt, and bearing interest at 1% per month
compounded.
8. PCsupport.com agrees that it will keep confidential and will not
disclose, divulge, or use for any purpose other than evaluation of
MHD, any confidential, proprietary or secret information which it may
obtain MHD, unless such information is known, or until such
information becomes known, to the public without fault by
PCsupport.com, is independently obtained by PCsupport.com without
violating any obligation of confidentiality to MHD or is independently
developed by PCsupport.com; provided, however, that PCsupport.com may
disclose such information to its attorneys, accountants, consultants
and other professionals to the extent necessary to obtain their
services in connection with the transactions contemplated by this
offer, subject to the agreement of such party to keep such information
confidential as set forth herein.
9. Except for paragraphs 6-8 and this paragraph 9 (which paragraphs will
be binding upon MHD and PCsupport.com in accordance with their
respective terms), this offer will not be binding upon the parties
hereto. Except as set forth in such paragraphs, legally binding
obligations between or among either of the parties hereto concerning
the transactions described herein will be created only through
execution and delivery of the definitive purchase agreement and the
documents described therein.
10. Any definitive offer to consummate the acquisition contemplated herein
will be subject to the approval of the Board of Directors of
PCsupport.com and regulatory approval and requirements. The definitive
purchase agreement will contain customary representations and
warranties by MHD and PCsupport.com.
11. This offer is open for acceptance until Thursday, September 7, 2000 at
8:00 PM Pacific Time.
Sincerely,
PCSUPPORT.COM, INC.
/s/ Mike McLean, CEO
Accepted:
MYHELPDESK.COM
Per: /s/ Brian McAdams Date: 08 September 2000
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