Exhibit 10.5
To:eieiHome.com Inc. Board of Directors
Subject:Wireless Business Opportunity
Date:July 10, 2000
The following is a Term Sheet for the acquisition of certain wireless assets
from Simmonds Capital Limited.
Asset Purchase
Simmonds Capital Limited ("SCL") will sell to eieiHome.com Inc. the following
wireless assets:
a) all rights owned by SCL directly or under license to the Midland
International trademark, which are subject to certain license agreements
granted to third parties;
b) the rights to any Midland license or sub-license agreements ( including
Midland Mobile Radio Limited, Eurocom, Midland Canada Caribbean Limited,
Midland Canada Limited, and SCL Distributors (Pacific) Limited) and all
current or future royalties;
c) all Midland tooling owned by SCL and held by Hitachi Denshi; and
d) all remaining Midland inventory owned by SCL and located in Pickering,
Ontario.
The assets shall be transferred free and clear of any liens or encumbrances and
on an as is where is basis.
Purchase Price
As consideration for these assets, eieiHome.com shall pay to SCL:
a) a perpetual royalty of 1% on the gross sales of any Midland branded
wireless products.
b) a tooling fee of 3% on the sales of products manufactured from the
Midland tooling.
c) one half of the net proceeds from the sale of the Midland inventory
acquired from SCL.
Conditions Precedent
The wireless assets are being sold by SCL to eieiHome.com on the understanding
that eieiHome.com shall diligently pursue he wireless acquisition and
consolidation strategy, as previously agreed in principle by the Board.
a) If eieiHome.com chooses not to pursue or to abandon the wireless strategy,
then SCL shall have the right to re-purchase the wireless assets for the
greater of $1,000.00 or their net book value.
b) eieiHome.com shall agree to pay all reasonable out of pocket costs
incurred by SCL on behalf of eieiHome.com in the negotiation and pursuit
of the additional wireless acquisitions envisioned in the wireless
strategy.
c) eieiHome.com and SCL shall mutually agree on any management or success
fees to be paid to SCL for the implementation of the wireless strategy.
Accepted on this 10th day of July 2000 Accepted on this 10th day of July 2000 On
behalf of Simmonds Capital Limited On behalf of eieiHome.com Inc.
/s/ David C. O'Kell /s/ Paul Hickey
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David C. O'Kell Paul Hickey
Executive Vice President Chairman
