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November 7, 2000
Steve Pine
Thatis The Ticket, Inc.
1318 South Figueroa Street
Los Angeles, CA 90015
Dear Mr. Pine:
This letter expresses the intent of Thatis The Ticket, Inc. a California
corporation (the iCompanyi) to sell One Hundred Percent (100%) of the
common stock of the Company, and WorldNet Resource Group, Inc., a Utah
corporation (iPurchaseri), to purchase such shares of the Company. This
letter of intent (iLetter of Intenti) and the provisions contained herein
are not binding on the parties unless specifically so stated, except to the
extent that they reflect the present intent of the parties to enter into
further negotiations and attempt to develop a mutually satisfactory
definitive written agreement for the sale and purchase of the common stock
of the Company, in a form mutually satisfactory to Purchaser and Company
(iDefinitive Agreementi).
The parties undertake in good faith to attempt to negotiate and execute
with deliberate speed, a Definitive Agreement, which will cover the general
items, contained in the attached Private Offering Term Sheet (the term of
which are incorporated herein by this reference) and those items below. The
Definitive Agreement will contain all representations, warranties,
covenants, agreements and indemnities customary for transactions of this
type and provide for obtaining all corporate and other consents and
approvals that may be necessary to consummate the transaction. Unless and
until the parties execute such a Definitive Agreement in writings hereto,
neither Purchaser nor the Company shall be under any obligation to the
other regarding the transactions, which are the subject of this Letter.
The provisions set forth below reflect the general understandings between
the Purchaser and the Company to provide guidance in the drafting of
appropriate provisions in the Definitive Agreement. Our understandings are
as outlined in the attached Private Offering Term Sheet and as follows:
1. Common Stock to be Purchased: Purchaser will purchase from the
Company One Hundred Percent (100%) of its common stock in exchange for
the provisions set forth in the attached exhibit A.
2. Confidentiality: Purchaser and the Company agree not to disclose
or use, and not to permit their representatives to disclose or use,
any Confidential Information furnished, to be furnished or otherwise
acquired or obtained in connection with the purchase and sale of the
common stock discussed herein (iAcquisitionsi) at any time or in any
manner, except in connection with the evaluation of the Acquisition.
Each party shall, and shall cause its representatives to, take any and
all measures and precautions necessary or advisable to safeguard the
Confidential Information of the other party and prevent the
unauthorized use or disclosure thereof. Each party shall disclose the
Confidential Information of the other party only to those of its
representatives who need to know such Confidential Information for the
purpose of evaluation the Acquisitions, and shall only disclose such
portion of the Confidential Information of the other party to any such
representatives as is necessary for the representative t to make the
evaluation required of him. iConfidential Informationi means any and
all information, records, files, agreements, contracts, or other
documentation concerning Purchaser, or the Company, as the case may
be; provided that it does not include information which (i) is
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generally available to or known by the public other than as a result
of improper disclosure by the receiving party or (ii) is obtained by
the receiving party from a source other than the furnishing party,
provided that such source was not bound by a duty confidentially to
the furnishing party or another party with respect to such
information.
3. Return of Information: In the event that the Acquisitions is not
consummated, for any reason whatsoever, each party shall immediately
return to the other party its Confidential Information and any notes
or other material compiled from or related to such Confidential
Information.
4. Assignments: Neither party may assign its rights or delegate
its obligations under this Letter of Intent without the prior written
consent of the other party.
5. No Third Party Beneficiaries: This Letter of Intent is not
intended to, and shall not, benefit any person or entity not a party
to this Letter of Intent
6. Governing Law: This letter of intent and the Definitive
Agreement shall be governed by and construed in accordance with the
internal laws of the State of Washington without regard to its
conflicts of laws principles.
If you are in agreement with the foregoing, please sign and return one
copy of this Letter of Intent to the undersigned, which thereupon will
constitute our understanding with respect to its subject matter.
The undersigned hereby accepts and agrees to the terms of the
foregoing Letters of Intent on this 7th day of November, 2000
WorldNet Resource Group, Inc.
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By: Stephen Brown, President/C.E.O.
Thatis The Ticket, Inc.
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By: Steve Pine, President
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